WHEREAS, the City
has heretofore issued and has outstanding the following series of revenue bonds
payable out of the revenues derived from the operation of the Airports (as
defined below) and deposited in the Kansas City Airports Fund:
Series Original
Principal Principal Amount Outstanding
Designation
Amount as of December 31, 2002
Series 1994A $
39,210,000.00 $ 37,205,000.00
Series 1995
41,020,000.00 30,525,000.00
Series 1997A
29,495,000.00 29,495,000.00
Series 1999A
35,260,000.00 24,195,000.00
Series 2000
10,000,000.00 10,000,000.00
WHEREAS, the City
has heretofore issued and has outstanding the following series of revenue bonds
payable out of PFC Revenues and deposited in the PFC Revenue Fund:
Series Original
Principal Principal Amount Outstanding
Designation
Amount as of December 31, 2002
Series 2001 $140,000,000.00 $140,000,000.00
WHEREAS, it is
hereby found and determined that it is necessary and advisable and in the best
interest of the City and of its inhabitants at this time to authorize the
issuance and delivery of revenue bonds pursuant to the Charter of the City and
as herein provided to provide funds for such purpose; NOW, THEREFORE,
BE IT ORDAINED BY
THE COUNCIL OF KANSAS CITY:
ARTICLE I
Definitions
Section 1.1.
Definitions. In addition to the words and terms otherwise defined herein, unless
the context shall clearly indicate some other meaning, the words and terms
defined in this Section shall for all purposes of this Ordinance have the
respective meanings specified in this Section, to wit:
Airports means
the Charles B. Wheeler Downtown Airport located in Clay County, Missouri,
Kansas City International Airport located in Platte County, Missouri, and any
other airport now or hereafter owned and operated by the City.
Aviation
Department Representative means the Director of the Citys Aviation Department
and such other person or persons at the time designated to act on behalf of the
Citys Aviation Department in matters relating to this Ordinance as evidenced
by a written certificate containing the specimen signature of such person or
persons and signed on behalf of the Citys Aviation Department by its Director.
Bond Counsel
means Gilmore & Bell, P.C. and The Martinez Law Firm, LLC, or other firm of
attorneys nationally recognized on the subject of municipal bonds.
Bond Insurance
Policy means the municipal bond new issue insurance policy issued by the Bond
Insurer that guarantees payment of principal of and interest on the Bonds.
Bond Insurer
means Financial Guaranty Insurance Company, a New York stock insurance company or
any successor thereto.
Bondholder and Holder
means a Person in whose name a Bond is registered in the Bond Register. When
this Ordinance requires or permits consent from, or direction by, Bondholders,
such reference shall mean and include those lawfully entitled to take such
actions on behalf of the beneficial owners of the Bonds at the time in
question.
Bond Register
means the register and all accompanying records kept by the Paying Agent
evidencing the registration, transfer and exchange of the Bonds.
Bond or Bonds
means the General Improvement Airport Revenue Bonds (Terminal Improvement
Project) Series 2003A, of the City herein authorized.
Business Day
means any day except Saturday, Sunday, a legal holiday or a day on which banking
institutions located in the State of Missouri and New York are authorized by
law to close.
Cede & Co.
means Cede & Co., as nominee name of The Depository Trust Company, New
York, New York.
CFC Ordinance
means the Ordinance of the City Council which authorized the collection of a
Customer Facility Charge related to use by customers of the Consolidated
Airport Rental Car Facility which fee is part of the Revenues of the Airport
System, and which was passed by the City Council concurrently with the 2000
Ordinance.
City means the
City of Kansas City, Missouri.
Consultant or Airport
Consultant means an independent airport consultant or firm of airport
consulting engineers having a national reputation for having skill and
experience in the development, operation and management of airports.
Customer
Facility Charge or CFC means the Customer Facility Charge established by the
CFC Ordinance, of the Council as it may be adjusted from time to time.
Fiscal Agent
means State Street Bank and Trust Company, N.A. in New York, New York, as
insurance paying agent under the Bond Insurance Policy delivered in connection
with the Bonds or its successor under the Bond Insurance Policy.
Fiscal year or operating
year means the Citys fiscal year or operating year then in effect.
General
Improvement Airport Revenue Bonds means all revenue bonds now or hereafter
issued payable from the general revenues of the Airports, which Revenues are
deposited in the Kansas City Airports Fund.
Global Bond
Certificates means one or more bond certificates of the City, each certificate
representing the entire principal amount of the Bonds due on a particular
maturity, immobilized from general circulation in the Depository.
Governing Body
or Council means the Council of the City.
Interest Payment
Date means the Stated Maturity of an installment of interest on the Bonds.
Kansas City
Airports Fund means the fund established by Committee Substitute for Ordinance
No. 17944 of the City passed on June 16, 1954.
Maturity with
respect to any Bond means the date on which the principal of such Bond becomes
due and payable as therein or herein provided, whether at the Stated Maturity
of such Bond or by declaration of acceleration, call for redemption or
otherwise.
1967 Ordinance
or Ordinance No. 34153 means Committee Substitute for Ordinance No. 34153 of
the City, adopted on July 14, 1967, authorizing the Series 1967 Bonds.
1994A Ordinance
means Committee Substitute for Ordinance No. 941518.
1995 Ordinance
means Committee Substitute for Ordinance No. 951568.
1997A Ordinance
means Committee Substitute for Ordinance No. 970206.
1999A Ordinance
means Committee Substitute for Ordinance No. 990990, as amended.
2000 Ordinance
means Ordinance No. 001512.
2001 Ordinance
means Committee Substitute for Ordinance No. 010984.
2003B Ordinance
means Committee Substitute for Ordinance No. 030130.
Ordinance, this
Ordinance, hereof, herein, hereto and similar terms shall refer to this
Ordinance of the City authorizing the Bonds, as originally executed or as
supplemented or amended from time to time.
Outstanding
when used with respect to the Bonds means, as of the date of determination, all
of the Bonds theretofore executed, authenticated and delivered under this
Ordinance, except:
(i) any portion of the Bonds theretofore fully
paid by the Paying Agent to the registered holders as described in Section 2.3
hereof or canceled by the Paying Agent or delivered to the Paying Agent for
cancellation;
(ii) any portion of the Bonds that
has been defeased by the deposit of funds or qualified securities with the
Paying Agent or other qualified party in compliance with this Ordinance; and
(iii) Bonds in exchange for or in
lieu of which other Bonds have been authenticated and delivered pursuant to
this Ordinance.
Outstanding
Junior Lien Bonds means the Series 2000 Bonds Outstanding on the date of the
issuance and delivery of the Bonds, and any additional junior lien bonds issued
pursuant to Section 8.1 of this Ordinance.
Outstanding
Parity Bonds means the Series 1994A Bonds, the Series 1995 Bonds, the Series
1997A Bonds, the Series 1999A Bonds and the Series 2003B Bonds Outstanding on
the date of the issuance and delivery of the Bonds.
Parity Bond
Ordinances means the 1994A Ordinance, 1995 Ordinance, 1997A Ordinance, the
1999A Ordinance and the 2003B Ordinance.
Participants
means those financial institutions for whom the Depository effects book-entry
transfers and pledges of securities deposited with the Depository, as such
listing of Participants exists at the time of such reference.
Passenger
Facility Charges or PFCs means all passenger facility charges imposed by the
City at the Airport pursuant to the PFC Act, the PFC Regulations and the
Records of Decision.
Paying Agent
means UMB Bank, N.A., Kansas City, Missouri, and any successors and assigns
serving as paying agent hereunder.
Permitted
Investments means, if and to the extent the same are at the time legal for
investment of moneys held in the funds and accounts established by Sections 5.1
and 5.3(l) and (m) hereof:
(a) United States Treasury Securities (Bills,
Notes, Bonds and Strips) Obligations of the United States government for which
the full faith and credit of the United States are pledged for the payment of
principal and interest.
(b) United States Agency Securities.
Obligations issued or guaranteed by any agency, including government sponsored
enterprises of the United States Government, which at the time of purchase have
a liquid market and a readily determinable market value that are described as
follows:
(i) U.S. Govt. Agency Coupon and Zero Coupon
Securities. Bullet coupon bonds with no embedded options.
(ii) U.S. Govt. Agency Discount Notes.
Purchased at a discount with maximum maturities of one (1) year.
(iii) U.S. Govt. Agency Callable Securities.
Restricted to securities callable at par only with maximum final maturities of
five (5) years.
(iv) U.S. Govt. Agency Step-Up Securities. The
coupon rate is fixed for an initial term. At coupon date, the coupon rate
rises to a new, higher fixed interest rate. Restricted to securities with
maximum final maturities of three (3) years.
(v) U.S. Govt. Agency Floating Rate
Securities. The coupon rate floats off of only one index. Restricted to
coupons with no interim caps that reset at least quarterly.
(vi) U.S. Govt. Agency Mortgage Backed
Securities (MBS, CMO, Pass-Thru Securities). Restricted to securities with
final maturities of three (3) years or less or have the final projected payment
no greater than three (3) years when analyzed in a +300 basis point interest
rate environment. Restricted to obligations of FNMA, FHLMC and GNMA only.
(c) Repurchase Agreements. Contractual
agreements between the City and commercial banks or primary government
securities dealers, organized under the laws of the United States or any state,
which contractual agreements are continuously and fully secured by any one or
more of the securities described in paragraphs (a) and (b) above and which have
a market value, exclusive of accrued interest, at all times at least equal to
the principal amount of such repurchase agreements. Securities acquired pursuant
to repurchase agreements shall be valued at the lower of the current market
value or the repurchase price thereof set forth in the repurchase agreement.
The Bond Market Associations guidelines for the Master Repurchase Agreement
will be used and will govern all repurchase agreement transactions. All
repurchase agreements shall result in transfer of legal title to identified
securities that are segregated in a custodial or trust account for the benefit
of the Trustee or delivered to the Trustee. Repurchase agreement transactions
will be either physical delivery or tri-party.
(d) Bankers Acceptances. Bankers acceptances
issued by domestic commercial banks possessing the highest rating issued by
Moodys Investor Services, Inc. or Standard and Poors Corporation.
(e) Commercial Paper. Commercial paper issued
by domestic corporations, which has received the highest rating issued by Moodys
Investor Services, Inc. or Standard and Poors Corporation. Eligible paper is
further limited to issuing corporations that have total assets in excess of
five hundred million dollars ($500,000,000.00) and are not listed on Credit
Watch with negative implications by any nationally recognized rating agency at
the time of purchase.
(f) Any full faith and credit obligations of
the State of Missouri rated at least A or A2 by Standard and Poors or Moodys.
(g) Any full faith and credit obligations of
any county in which the city is located rated AA or Aa2 by Standard and Poors
or Moodys.
(h) Any full faith and credit obligations of
any school district in Kansas City, Missouri rated AA or Aa2 by Standard and
Poors or Moodys.
(i) Any full faith and credit obligations or
revenue bonds of the City of Kansas City, Missourirated AA or Aa2 by Standard
and Poors or Moodys.
(j) Any municipal obligation as defined in
(f), (g), (h) or (i) that is not rated but either pre-refunded or escrowed to
maturity with U.S. Treasury Securities as to both principal and interest.
(k) Money market mutual funds registered under
the Federal Investment Company Act of 1940, whose shares are registered under
the Federal Securities Act of 1933, rated in either of the two highest
categories by Moodys and Standard & Poors (in either case without regard
to any modifier).
(l) Such other investments not described above
that are allowed pursuant to Missouri law and approved in writing by the Bond
Insurer.
References to particular
ratings and rating categories in this definition are applicable only at the
time of purchase of the Permitted Investment.
Person means
any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
PFC Act means
the Aviation Safety and Capacity Expansion Act of 1990, Pub. L. 101-508, Title
IX, Subtitle B, Sections 9110 and 9111, recodified as 49 U.S. Section 40117, as
amended or replaced from time to time.
PFC Regulations
means Part 158 of the Federal Aviation Regulations (14 CFR Part 158), as
amended from time to time, and any other regulation issued with respect to the
PFC Act.
PFC Revenue Fund
means the fund by that name created by the 2001 Ordinance.
PFC Revenues
means all revenue earned by the City from time to time from Passenger Facility
Charges, including any investment income with respect thereto including
proceeds thereof and gains and losses from sales of investments after such
revenue has been remitted to the City as provided in the PFC Regulations, all
of which are pledged to the Series 2001 Bonds.
Project means
the Terminal Improvement Project, which involves extensive capital improvements
to the infrastructures, building systems and finishes of the three existing
terminal buildings, which include: (1) the addition of nine new passenger
contact gates, which will increase the number of contact gates from 52 to 61;
(2) larger departure lounges to accommodate more passenger checkpoints; (3) new
baggage handling systems, passenger boarding bridges, and multi-user flight
information display systems; (4) new security features, including higher walls
separating the departure lounges from the unsecured public areas; (5)
reassignment of some airline locations to achieve a better balance of activity
among the three terminals and extensive use of blast resistant glass; (6)
additional and improved concession areas; (7) upgrades to the heating,
ventilation, air conditioning and electrical systems; (8) new roofing and
exterior glazing; (9) new exterior and interior signage; (10) new terrazzo
flooring and carpeting throughout the terminal buildings; (11) removal of
asbestos; (12) updated fire safety features; and (13) new seating in the
departure lounges and in public areas.
Record Date for
the interest payable on any Interest Payment Date means the fifteenth calendar
day (whether or not a Business Day) of the month next preceding such Interest
Payment Date.
Redemption Date
when used with respect to any Bond to be redeemed means the date fixed for
redemption pursuant to this Ordinance.
Redemption Price
when used with respect to any Bond to be redeemed means the price at which it
is to be redeemed pursuant to this Ordinance.
Registration
Date means the effective date of registration of a Bond as evidenced by the
Paying Agent in the Certificate of Authentication appearing on the Bond.
Reserve Policy
means the surety bond issued by the Reserve Policy Provider guaranteeing
certain payments into the Bond Reserve Account with respect to the Bonds as
provided therein and subject to the limitations set forth therein.
Reserve Policy
Provider means Financial Guaranty Insurance Company, a New York stock
insurance company or any successor thereto, in its capacity as issuer of the Reserve
Policy.
Revenues means
the revenues derived and to be derived by the City from the operation of the
Airports and deposited in the Kansas City Airports Fund.
Securities
Depository means, initially, The Depository Trust Company, New York, New York,
and its successors and assigns.
Series 1994A
Bonds means the Outstanding General Improvement Airport Revenue Bonds, Series
1994A, authorized by the 1994A Ordinance.
Series 1995
Bonds means the Outstanding General Improvement Airport Refunding Revenue
Bonds, Series 1995, authorized by the 1995 Ordinance.
Series 1997A
Bonds means the Outstanding General Improvement Airport Refunding Revenue
Bonds, Series 1997A authorized by the 1997A Ordinance.
Series 1999A
Bonds means the Outstanding General Improvement Airport Refunding Revenue
Bonds, Series 1999A, authorized by the 1999A Ordinance.
Series 2000
Bonds means the Outstanding Subordinated Taxable Airport Revenue Bonds
(Consolidated Airport Rental Car Facility Project), Series 2000, authorized by
the 2000 Ordinance.
Series 2001
Bonds means the Outstanding Passenger Facility Charge Revenue Bonds, Series
2001, authorized by the 2001 Ordinance.
Series 2003B
Bonds means the Outstanding General Improvement Airport Revenue Bonds, Series
2003B, authorized by the 2003B Ordinance.
Special Record
Date means the date fixed by the Paying Agent pursuant to Section 2.3 hereof
for the payment of Defaulted Interest.
Stated Maturity
when used with respect to any Bond or any installment of interest thereon means
the date specified in Section 2.2 of this Ordinance as the fixed date on which
the principal of such Bond or such installment of interest is due and payable.
ARTICLE II
The Bonds
Section 2.1. Authorization
of and Security for the Bonds; Bond Insurance Policy; Rights of Bond Insurer;
Payments under Bond Insurance Policy. For the purpose of providing funds to
pay a portion of the costs of the Project and to pay capitalized interest on
the Bonds through the construction period, there shall be issued and is hereby
authorized and directed to be issued the General Improvement Airport Revenue
Bonds (Terminal Improvement Project) Series 2003A, in the aggregate principal
amount not to exceed $78,385,000.00.
The Bonds shall
be special obligations of the City payable solely from, and secured as to
payment of principal and interest by a pledge of, the Revenues derived from the
operation of the Airports, and deposited in the Kansas City Airports Fund and
not from any other fund or source, and the taxing power of the City is not
pledged to the payment of the Bonds either as to principal or interest. The
Bonds shall not be or constitute general obligations of the City, nor shall
they constitute indebtedness of the City within the meaning of any
constitutional, statutory or charter provision, limitation or restriction.
The Bonds shall
stand on a parity with respect to the payment of principal, premium, if any,
and interest from the Revenues derived by the City from the operation of the
Airports and in all other respects with the Outstanding Parity Bonds. The
Bonds shall not have any priority with respect to the payment of principal or
interest from said Revenues or otherwise over the Outstanding Parity Bonds, nor
over any other general improvement airport revenue bonds of the City hereafter
issued in accordance with the provisions of this Ordinance and standing on a
parity with the Bonds, nor shall the Outstanding Parity Bonds, or any other
general improvement airport revenue bonds of the City hereafter issued have any
priority with respect to the payment of principal, premium, if any, or interest
from said Revenues or otherwise over the Bonds.
The City shall
obtain the Bond Insurance Policy with respect to the principal of and interest
on the Bonds. The rights of the Bond Insurer set forth in this Ordinance may
be exercised only so long as the Bond Insurer is not judged insolvent and is
not in default in its payment obligations under the Bond Insurance Policy.
In the event that
on the Business Day prior to each Interest Payment Date for the Bonds, the
Paying Agent has not received sufficient moneys to pay all principal of and
interest on the Bonds due on the following Business Day, the Paying Agent shall
notify the Bond Insurer or its designee on the same Business Day by telephone
or telecopier, confirmed in writing by registered or certified mail, of the
amount of the deficiency.
If the deficiency
is made up in whole or in part prior to or on the Interest Payment Date, the
Paying Agent shall so notify the Bond Insurer or his designee.
In addition, if
the Paying Agent has notice that any Bondholder has been required to disgorge
payments of principal or interest on the Bonds to a trustee in bankruptcy or
creditors or others pursuant to a final judgment by a court of competent
jurisdiction that such payment constitutes a voidable preference to such
Bondholder within the meaning of any applicable bankruptcy laws, then the
Paying Agent shall notify the Bond Insurer or its designee of such fact by
telephone or telegraphic notice, confirmed in writing by registered or
certified mail.
The Paying Agent
is hereby irrevocably designated, appointed, directed and authorized to act as
attorney-in-fact for the Bondholders, as follows:
(a) If
and to the extent there is a deficiency in amounts required to pay interest on
the Bonds by 10:00 A.M. on the Interest Payment Date, the Paying Agent shall
(i) execute and deliver to the Fiscal Agent, in form satisfactory to the Fiscal
Agent, an instrument appointing the Bond Insurer as agent for such Bondholders
in any legal proceeding related to the payment of such interest and an
assignment to the Bond Insurer of the claims for interest to which such deficiency
relates and which are paid by the Bond Insurer, (ii) receive as designee of the
respective Bondholders (and not as Paying Agent) in accordance with the tenor
of the Bond Insurance Policy payment from the Fiscal Agent with respect to the
claims for interest so assigned and (iii) disburse the same to such respective
Bondholders; and
(b) If
and to the extent of a deficiency in the amounts required to pay principal of
the Bonds by 10:00 A.M. on the Maturity Date, the Paying Agent shall (i)
execute and deliver to the Fiscal Agent in form satisfactory to the Fiscal
Agent an instrument appointing the Bond Insurer as agent for such Bondholder in
any legal proceeding relating to the payment of such principal and an
assignment to the Bond Insurer of any of the Bonds surrendered to the Fiscal
Agent of so much of the principal amount thereof as has not previously been
paid or for which moneys are not held by the Paying Agent and available for
such payment (but such assignment shall be delivered only if payment from the
Fiscal Agent is received), (ii) receive as designee of the respective
Bondholders (and not as Paying Agent in accordance) with the tenor of the Bond
Insurance Policy payment therefore from the Fiscal Agent and (iii) disburse the
same to such Bondholders.
Payments with
respect to claims for interest on and principal of Bonds disbursed by the
Paying Agent from proceeds of the Bond Insurance Policy shall not be considered
to discharge the obligation of the City with respect to such Bonds, and the
Bond Insurer shall become the owner of such unpaid Bonds and claims for the
interest in accordance with the tenor of the assignment made to it under the
provisions of this Section or otherwise.
Irrespective of
whether any such assignment is executed and delivered, the Bondholders and the
Paying Agent hereby agree for the benefit of the Bond Insurer that:
(a) they
recognize that to the extent that the Bond Insurer makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of principal or
of interest on the Bonds, the Bond Insurer will be subrogated to the rights of
such Bondholders to receive the amount of such principal and interest from the
City, with interest thereon as provided and solely from the sources stated in
this Ordinance and the Bonds; and
(b) they
will accordingly pay to the Bond Insurer the amount of such principal and
interest (including principal and interest recovered under subparagraph (a) of
the first paragraph of the Bond Insurance Policy, which principal and interest
shall be deemed past due and not to have been paid), with interest thereon as
provided in this Ordinance and the Bonds, but only from the sources and in the
manner provided herein for the payment of principal of and interest on the
Bonds to Bondholders, and will otherwise treat the Bond Insurer as the owner of
such rights to the amount of such principal and interest.
Section 2.2. Description
of the Bonds. The Bonds shall consist of fully registered bonds without
coupons, numbered from R-1 upward, in denominations of $5,000.00 or any
integral multiple thereof. The Bonds, as originally issued or issued upon
transfer, exchange or substitution, shall be substantially in the form set forth
herein. The Bonds shall be dated as of February 15, 2003, shall be due and
payable serially on the dates and in the amounts (subject to optional and
mandatory redemption as provided in Article III hereof), and shall bear
interest at the rates per annum to be determined upon the sale of the Bonds as
set forth in a separate ordinance.
At the election
of the Purchaser, term Bonds may be issued in lieu of all or a portion of
serial Bonds with Stated Maturities, mandatory sinking fund redemption payments
and final payments at maturity in the amounts set forth in a separate
ordinance, subject to the following conditions: all Bonds selected as a term
Bond shall bear the same rate of interest; and not less than all Bonds of the
same Stated Maturity shall be converted to a term Bond with mandatory
redemption requirements.
The Bonds shall
bear interest at the above-specified rates (computed on the basis of a 360-day
year of 12 30-day months) from the date thereof or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
payable semiannually on March 1 and September 1 in each year, beginning on
September 1, 2003.
Section 2.3. Method
and Place of Bonds. The principal of and interest on the Bonds will be payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
The principal of
and the redemption premium, if any, on the Bonds, will be payable at maturity
or upon earlier redemption to, or for the account of, Bondholder upon
presentation and surrender of the Bonds at the principal office of the Paying
Agent.
The interest
payable on the Bonds on any Interest Payment Date shall be paid to the
Registered Holder of such Bonds as shown on the Bond Register at the close of
business on the Record Date for such interest by check or draft mailed by the
Paying Agent to such Registered Holder at the address shown on the Bond
Register or in the case of an interest payment to any Registered Holder of
$1,000,000.00 or more in aggregate principal amount of Bonds, by electronic
transfer to such Registered Holder not less than 15 days prior to the Record
Date for such interest, containing the electronic transfer instructions
including the bank (which shall be in the continental United States), address,
ABA routing number and account name and number to which such Registered Holder
wishes to have such transfer directed.
Notwithstanding
any of the foregoing provisions of this Section to the contrary, any interest
on the Bonds which is payable, but is not punctually paid on any Interest
Payment Date (herein called Defaulted Interest), shall be payable to the
Registered Holder in whose names the Bonds are registered at the close of
business on a Special Record Date. The Special Record Date shall be fixed in
the following manner: (1) the City shall notify the Paying Agent and the
Depository in writing of the amount of Defaulted Interest proposed to be paid
on the Bonds and the date of the proposed payment, which proposed payment date
shall be at least 30 days after receipt by the Paying Agent of such notice from
the City, (2) at the same time the City shall deposit with the Paying Agent an
amount of money equal to the aggregate amount to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Paying Agent
for such deposit prior to the date of the proposed payment, and (3) thereupon,
the Paying Agent shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 nor less
than 10 days prior to the date of
the proposed payment.
The Paying Agent
shall promptly notify the City of such Special Record Date and, in the name and
at the expense of the City, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefore to mailed by first
class mail, postage prepaid, to the Registered Holder of each Bond at the
Registered Holders address as it appears in the Bond Register, not less than 10
days prior to such Special Record Date.
Section 2.4. Execution,
Authentication and Delivery of the Bonds. The Bonds shall be executed on
behalf of the City by the manual or facsimile signature of its Mayor and
attested by the manual or facsimile signature of its City Clerk and
countersigned by the manual or facsimile signature of the Director of Finance
of the City, and shall have the seal of the City affixed thereto or imprinted
thereon. In the event any officer whose signature or facsimile thereof appears
on any Bond shall cease to be such officer before the delivery of such Bond,
such signature or facsimile thereof shall nevertheless be valid and sufficient
for all purposes, the same as if such person had remained in office until
delivery. Any Bond may be executed by such persons as at the actual time of
the execution of such Bond shall be the proper officers to sign such Bond
although at the original date of such Bond such persons may not have been such
officers.
The Bonds shall
have endorsed thereon a Certificate of Authentication substantially in the form
hereinafter set forth which shall have the Registration Date inserted and shall
be manually executed by the Paying Agent.
No Bond shall be
entitled to any security or benefit under this Ordinance or shall be valid or
obligatory for any purpose unless and until such Certificate of Authentication
shall have been duly executed by the Paying Agent by manual signature. Such
executed Certificate of Authentication upon any Bond shall be conclusive
evidence that such Bond has been duly authenticated and delivered under this
Ordinance and that such Bondholder has been entered on record in the Bond
Register kept by the Paying Agent. The Certificate of Authentication shall be
deemed to have been duly executed if the Registration Date has been inserted
and if it has been signed and dated by any authorized officer or employee of
the Paying Agent, but it shall not be necessary that the same officer or
employee sign the Certificate of Authentication on all of the Bonds that may be
issued hereunder at any one time.
The Mayor and
City Clerk are hereby authorized and directed to prepare and execute the Bonds
in the manner specified, and when the Bonds have been duly registered with the
Paying Agent, the Director of Finance is hereby authorized and directed to
deliver the Bonds to the original purchasers thereof upon the payment of the
purchase price of the Bonds and accrued interest to the date of payment and
delivery.
Section 2.5. Book-Entry
Bonds; Securities Depository.
(a) The
Bonds shall initially be registered to Cede & Co., the nominee for the
Securities Depository, and no beneficial owner will receive certificates
representing their respective interests in the Bonds, except in the event the
Paying Agent issues Replacement Bonds as provided in subsection (b) hereof. It
is anticipated that during the term of the Bonds, the Securities Depository
will make book-entry transfers among its Participants and receive and transmit
payment of principal of, premium, if any, and interest on, the Bonds to the
Participants until and unless the Paying Agent authenticates and delivers
Replacement Bonds to the beneficial owners as described in subsection (b).
(b) (1) If
the City determines (A) that the Securities Depository is unable to properly
discharge its responsibilities, or (B) that the Securities Depository is no
longer qualified to act as a securities depository and registered clearing
agency under the Securities and Exchange Act of 1934, as amended, or (C) that
the continuation of a book-entry system to the exclusion of any Bonds being
issued to any Bondholder other than Cede & Co. is no longer in the best
interests of the beneficial owners of the Bonds, or (2) if the Paying Agent
receives written notice from Participants having interests in not less than 50%
of the Bonds Outstanding, as shown on the records of the Securities Depository
(and certified to such effect by the Securities Depository), that the
continuation of a book-entry system to the exclusion of any Bonds being issued
to any Bondholder other than Cede & Co. is no longer in the best interests
of the beneficial owners of the Bonds, then the Paying Agent shall notify the
Bondholders of such determination or such notice and of the availability of
certificates to Owners requesting the same, and the Paying Agent shall register
in the name of and authenticate and deliver Replacement Bonds to the beneficial
owners or their nominees in principal amounts representing the interest of
each, making such adjustments as it may find necessary or appropriate as to
accrued interest and previous calls for redemption; provided, that in the case
of a determination under (1)(A) or (1)(B) of this subsection (b), the City,
with the consent of the Paying Agent, may select a successor securities
depository in accordance with subsection (c) hereof to effect book-entry
transfers. In such event, all references to the Securities Depository herein
shall relate to the period of time when the Securities Depository has
possession of at least one Bond. Upon the issuance of Replacement Bonds, all
references herein to obligations imposed upon or to be performed by the
Securities Depository shall be deemed to be imposed upon and performed by the
Paying Agent, to the extent applicable with respect to such Replacement Bonds.
If the Securities Depository resigns and the City, the Paying Agent or
Bondholders are unable to locate a qualified successor of the Securities Depository
in accordance with subsection (c) hereof, then the Paying Agent shall
authenticate and cause delivery of Replacement Bonds to Bondholders, as
provided herein. The Paying Agent may rely on information from the Securities
Depository and its Participants as to the names, addresses and principal
amounts held of the beneficial owners of the Bonds. The cost of printing,
transfer and payment of Replacement Bonds shall be paid for by the City.
(c) In the
event the Securities Depository resigns, is unable to properly discharge its
responsibilities, or is no longer qualified to act as a securities depository
and registered clearing agency under the Securities Exchange Act of 1934, as
amended, the City may appoint a successor Securities Depository provided the Paying
Agent receives written evidence satisfactory to the Paying Agent with respect
to the ability of the successor Securities Depository to discharge its
responsibilities. Any such successor Securities Depository shall be a
securities depository which is a registered clearing agency under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation that operates a securities depository upon reasonable and customary
terms. The Paying Agent upon its receipt of a Bond or Bonds for cancellation
shall cause the delivery of Bonds to the successor Securities Depository in
appropriate denominations and form as provided herein.
Section 2.6. Registration,
Transfer and Exchange of Bonds. So long as any of the Bonds remain Outstanding,
the City shall cause the Bond Register to be kept at the principal office of
the Paying Agent and the Bonds and transfers and exchanges thereof shall be
fully registered in the name of the Holder as to both principal and interest in
the Bond Register. The Bond Insurer or its designated agent shall be given
access to the registration books kept by the Paying Agent and the Paying Agent
(i) upon the occurrence of an event requiring payment by the Bond Insurer under
the Bond Insurance Policy, and (ii) during regular business hours of the Paying
Agent upon three days notice to the Paying Agent.
Subject to the
restrictions of Section 2.5 hereof, Bonds may be transferred in the Bond
Register only upon surrender thereof to the Paying Agent duly endorsed for transfer
or accompanied by a written instrument of transfer duly executed by the Holder
thereof or his attorney or legal representative in such form as shall be
satisfactory to the Paying Agent. Upon any such transfer, the City shall
execute and the Paying Agent shall authenticate and deliver in exchange for
such Bond a new Bond or Bonds, registered in the name of the transferee, of any
denomination or denominations authorized by this Ordinance in an aggregate
principal amount equal to the principal amount of such Bond, of the same Stated
Maturity and bearing interest at the same rate.
The Bonds, upon
surrender thereof at the principal office of the Paying Agent, together with an
assignment duly executed by the Holder thereof or his attorney or legal representative
in such form as shall be satisfactory to the Paying Agent, may, at the option
of the Holder thereof, be exchanged for an equal aggregate principal amount of
the Bonds, of any denomination or denominations authorized by this Ordinance,
and bearing interest at the same rate.
In all cases in
which Bonds shall be exchanged or transferred hereunder, the City shall execute
and the Paying Agent shall authenticate and deliver at the earliest practicable
time Bonds in accordance with the provisions of this Ordinance. All Bonds
surrendered in any such exchange or transfer shall forthwith be canceled by the
Paying Agent. No service charge shall be made to any Bondholder for
registration, transfer or exchange of any Bonds, but the City or the Paying
Agent may make a charge for every transfer or exchange of the Bonds sufficient
to reimburse it or them for any tax or other governmental charge required to be
paid with respect to such transfer or exchange, and such charges shall be paid
before any such transfer or exchange shall be completed. In the event any
registered owner fails to provide a correct taxpayer identification number to
the Paying Agent, the Paying Agent may impose a charge against such registered
owner sufficient to pay any governmental charge required to be paid as a result
of such failure. In compliance with Section 3406 of the Internal Revenue Code,
such amount may be deducted by the Paying Agent from amounts otherwise payable
to such registered owner hereunder.
The City and the
Paying Agent shall not be required (i) to issue, transfer or exchange any Bond
during a period beginning at the opening of business 15 days preceding the date
of mailing of a notice of redemption for Bonds selected for redemption under
Section 3.1 hereof and ending at the close of business on the day of such
mailing; (ii) to transfer or exchange any Bond so selected for redemption in
whole or in part; or (iii) to issue, transfer or exchange any Bond during a
period beginning at the opening of business on the day after receiving written
notice from the City of its intent to pay Defaulted Interest and ending at the
close of business on the date fixed for the payment of Defaulted Interest
pursuant to Section 2.3 of this Ordinance.
Section 2.7. Persons
Deemed Owners of Bonds. The Person in whose name any Bond shall be registered
shall be deemed and regarded by the City, the Paying Agent and the Paying Agent
as the absolute owner thereof, whether such Bond shall be overdue or not, for
the purpose of receiving payment therefore or on account thereof and for all
purposes, and neither the City, the Paying Agent nor the Paying Agent shall be
affected by notice to the contrary, except that the Bond Insurer shall be
deemed to be the Bondholder of the Bonds guaranteed by the Bond Insurance
Policy for all purposes. Payment of or on account of the principal of,
premium, if any, and interest on any Bond shall be made only to or upon the
order of the Holder thereof or his legal representative. All such payments
shall be valid and effectual to satisfy and discharge the liability upon such
Bond, including the interest thereon, to the extent of the sum or sums so paid.
Section 2.8. Mutilated,
Lost, Stolen or Destroyed Bonds. In the event any Global Certificate or
Replacement Bond shall become mutilated, or be lost, stolen or destroyed, the
City shall execute and the Paying Agent shall authenticate and shall deliver a
new Bond of like date and tenor as the Bond mutilated, lost, stolen or
destroyed; provided that, in the case of any mutilated Bond, such mutilated
Bond shall first be surrendered to the Paying Agent, and in the case of any
lost, stolen or destroyed Bond, there shall be first furnished to the City and
the Paying Agent evidence of such loss, theft or destruction satisfactory to
the City and the Paying Agent, together with indemnity satisfactory to them to
save each of them harmless, and provided further that any applicable statutory
requirements pertaining to mutilated, lost, stolen or destroyed Bonds are met.
In the event any such Bond shall have matured, instead of issuing a substitute
Bond the City may pay or authorize the payment of the same without surrender
thereof. Upon the issuance of any substitute Bond, the City and the Paying
Agent may require the payment of an amount sufficient to reimburse the City and
the Paying Agent for any tax or other governmental charge that may be imposed
in relation thereto and any other reasonable fees and expenses incurred in
connection therewith. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, stolen or destroyed Bonds.
Section 2.9. Cancellation
and Destruction of Bonds Upon Payment. The Bonds that have been paid or
redeemed or that otherwise have been surrendered to the Paying Agent, either at
or before Maturity, shall be cancelled by the Paying Agent immediately upon the
payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed
in accordance with the customary practices of the Paying Agent and applicable
retention laws.
Section 2.10. Designation
of Paying Agent. UMB Bank, N.A., in the City of Kansas City, Missouri, is
hereby designated as the Citys paying agent for the payment of principal of
and interest on the Bonds and Paying Agent with respect to the registration,
transfer and exchange of Bonds (herein called the Paying Agent).
The City will at
all times maintain a Paying Agent meeting the qualifications herein described
for the performance of the duties hereunder. The City reserves the right to
appoint a successor Paying Agent for any Paying Agent hereafter appointed by
the Director of Finance by (1) filing with the Paying Agent then performing
such function a certified copy of the proceedings giving notice of the
termination of such Paying Agent and appointing a successor, and (2) causing
notice of the appointment of the successor Paying Agent to be given by first
class mail to the Bond Insurer and each Bondowner. No resignation or removal
of the Paying Agent shall become effective until a successor has been appointed
and has accepted the duties of Paying Agent.
Every Paying Agent
appointed hereunder shall at all times be (1) a commercial banking association
or corporation or trust company located in the State of Missouri organized and
in good standing and doing business under the laws of the United States of
America or of the State of Missouri and subject to supervision or examination
by federal or state regulatory authority and (2) shall have a reported capital
plus surplus of not less than $100,000,000.00 or, consideration may be given by
the City to a bank not meeting this amount if the bank submits an acceptable
form of guarantee for its financial obligations to the City.
The Paying Agent
shall be paid fees and expenses for its services in connection therewith.
ARTICLE III
Redemption of Bonds
Section 3.1. Redemption
of Bonds.
(a) Optional
Redemption by City. The Bonds maturing on and after September 1, 2013, are
subject to redemption prior to maturity, at the option of the City, in whole or
in part, on any Interest Payment Date on or after September 1, 2012, at the principal
amount thereof plus accrued interest to the redemption date, without premium.
(b) Mandatory
Redemption. In the event term Bonds are issued as provided in Section 2.2,
such Bonds shall be subject to mandatory redemption and payment prior to their
Stated Maturity pursuant to the mandatory redemption requirements of this
Section on the dates of the Stated Maturities for serial Bonds set forth in
Section 2.2 at the principal amount thereof plus accrued interest to the
Redemption Date, without premium. The payments specified in Section 5.4 hereof
which are to be deposited into the Extension and Bond Retirement Account shall
be sufficient to redeem, and the City shall redeem on such dates the principal
amounts set forth in Section 2.2 and the remaining principal amount of Bonds
shall be paid at their Stated Maturity.
At its option, to
be exercised on or before the 45th day next preceding any mandatory Redemption
Date, the City may: (1) deliver to the Paying Agent for cancellation Term
Bonds, in any aggregate principal amount desired; or (2) furnish the Paying
Agent funds, together with appropriate instructions, for the purpose of
purchasing any Term Bonds from any Holder thereof, whereupon the Paying Agent
shall use reasonable efforts to expend such funds for such purpose to such
extent as may be practical; or (3) receive a credit with respect to the
mandatory redemption obligation of the City under this Section for any Term
Bonds which prior to such date have been redeemed (other than through the operation
of the requirements of this Section) and cancelled by the Paying Agent and not
theretofore applied as a credit against any redemption obligation under this
Section. Each Term Bond so delivered or previously purchased or redeemed shall
be credited at 100% of the principal amount thereof on the obligation of the
City to redeem Term Bonds of the same Stated Maturity on such Redemption Date,
and any excess of such amount shall be credited on future mandatory redemption
obligations for Term Bonds of the same Stated Maturity in chronological order,
and the principal amount of Term Bonds of the same Stated Maturity to be
redeemed by operation of the requirements of this Section shall be accordingly
reduced. If the City intends to exercise any option granted by the provisions
of clauses (1), (2) or (3) above, the City will, on or before the 45th day next
preceding each mandatory Redemption Date, furnish the Paying Agent a written
certificate indicating to what extent the provisions of said clauses (1), (2) and
(3) are to be complied with respect to such mandatory redemption payment and in
the event that clause (1) is to be exercised, such certificate shall be
accompanied by the Term Bond certificates to be cancelled.
Section 3.2. Selection
of Bonds to be Redeemed.
(a) The
Paying Agent shall call Bonds for redemption and payment and shall give notice
of such redemption as herein provided upon receipt by the Paying Agent at least
45 days prior to the Redemption Date of written instructions of the City
specifying the principal amount, Stated Maturities, Redemption Date and
Redemption Prices of the Bonds to be called for redemption. The Paying Agent
may in its discretion waive such notice period so long as the notice
requirements set forth in Section 303 hereof are met. The foregoing provisions
of this paragraph shall not apply in the case of any mandatory redemption of
Bonds hereunder, and Bonds shall be called by the Paying Agent for redemption
pursuant to such mandatory redemption requirements without the necessity of any
action by the City and whether or not the Paying Agent holds moneys available
and sufficient to effect the required redemption.
(b) Bonds
shall be redeemed only in the principal amount of $5,000.00 or any integral
multiple thereof. When less than all of the Outstanding Bonds are to be
redeemed, such Bonds shall be redeemed from the Stated Maturities selected by
the City, and Bonds of less than a full Stated Maturity shall be selected by
the Paying Agent in $5,000.00 units of principal amount in such equitable
manner as the Paying Agent may determine.
(c) In the
case of a partial redemption of Bonds when Bonds of denominations greater than
$5,000.00 are then Outstanding, then for all purposes in connection with such
redemption each $5,000.00 of face value shall be treated as though it were a
separate Bond of the denomination of $5,000.00. If it is determined that one
or more, but not all, of the $5,000.00 units of face value represented by any
Bond are selected for redemption, then upon notice of intention to redeem such
$5,000.00 unit or units, the Holder of such Bond or the Holders duly
authorized agent shall present and surrender such Bond to the Paying Agent (1)
for payment of the Redemption Price and interest to the Redemption Date of such
$5,000.00 unit or units of face value called for redemption, and (2) for
exchange, without charge to the Holder thereof, for a new Bond or Bonds of the
aggregate principal amount of the unredeemed portion of the principal amount of
such Bond. If the Holder of any such Bond fails to present such Bond to the
Paying Agent for payment and exchange as aforesaid, such Bond shall,
nevertheless, become due and payable on the Redemption Date to the extent of
the $5,000.00 unit or units of face value called for redemption (and to that
extent only).
Section 3.3. Notice
and Effect of Call for Redemption. Unless waived by any Holder of Bonds to be
redeemed, official notice of any redemption shall be given by the Paying Agent
on behalf of the City by mailing a copy of an official redemption notice by
first class mail at least 30 days prior to the Redemption Date, to the Original
Purchaser of the Bonds and each Holder of the Bonds to be redeemed at the
address shown on the Bond Register.
All official
notices of redemption shall be dated and shall contain the following
information:
(a) the
Redemption Date;
(b) the
Redemption Price;
(c) if less than all Outstanding Bonds of a
Maturity are to be redeemed, the identification (and, in the case of partial
redemption of any Bonds, the respective principal amounts) of the Bonds to be
redeemed;
(d) a statement that on the Redemption Date the
Redemption Price will become due and payable upon each Bond or portion thereof
called for redemption and that interest thereon shall cease to accrue from and
after the Redemption Date; and
(e) the place where such Bonds are to be
surrendered for payment of the Redemption Price, which shall be the principal
corporate trust office of the Paying Agent.
The failure of
any Holder to receive notice given as heretofore provided or an immaterial
defect therein shall not invalidate any redemption.
Prior to any
Redemption Date, the City shall deposit with the Paying Agent an amount of money
sufficient to pay the Redemption Price of all the Bonds or portions of Bonds
that are to be redeemed on that date.
Official notice
of redemption having been given as aforesaid, the Bonds or portions of Bonds to
be redeemed shall become due and payable on the Redemption Date, at the
Redemption Price therein specified, and from and after the Redemption Date
(unless the City defaults in the payment of the Redemption Price) such Bonds or
portion of Bonds shall cease to bear interest. Upon surrender of such Bonds
for redemption in accordance with such notice, the Redemption Price of such
Bonds shall be paid by the Paying Agent. Installments of interest due on or
prior to the Redemption Date shall be payable as herein provided for payment of
interest. Upon surrender for any partial redemption of any Bond, there shall
be prepared for the Holder a new Bond or Bonds of the same Stated Maturity in
the amount of the unpaid principal as provided herein. All Bonds that have
been redeemed shall be cancelled and destroyed by the Paying Agent as provided
herein and shall not be reissued.
In addition to
the foregoing notice, further notice shall be given by the Paying Agent on
behalf of the City as set out below, but no defect in said further notice nor
any failure to give all or any portion of such further notice shall in any
manner defeat the effectiveness of a call for redemption if official notice
thereof is given as above prescribed.
(a) Each further notice of redemption given
hereunder shall contain the information required above for an official notice
of redemption plus (1) the CUSIP numbers of all Bonds being redeemed; (2) the
date of issue of the Bonds as originally issued; (3) the rate of interest borne
by each Bond being redeemed; (4) the Stated Maturity of each Bond being
redeemed; and (5) any other descriptive information needed to identify
accurately the Bonds being redeemed.
(b) Each further notice of redemption shall be
sent at least one day before the mailing of notice to Bondholders by first class,
registered or certified mail or overnight delivery as determined by the Paying
Agent to all registered securities depositories then holding the Bonds and to
one or more national information services that disseminate notices of
redemption of obligations such as the Bonds.
(c) Each check or other transfer of funds
issued for the payment of the Redemption Price of Bonds being redeemed, shall
bear or have enclosed the CUSIP number of the Bonds being redeemed with the
proceeds of such check or other transfer.
The Paying Agent
is also directed to comply with any mandatory standards established by the
Securities and Exchange Commission then in effect for processing redemptions of
municipal securities. Failure to comply with such standards shall not affect
or invalidate the redemption of any Bond.
So long as the
Securities Depository is effecting book-entry transfers of the Bonds, the City
or the Paying Agent shall provide the notices specified in this Section to the
Securities Depository. It is expected that the Securities Depository shall, in
turn, notify its Participants and that the Participants, in turn, will notify
or cause to be notified the beneficial owners. Any failure on the part of the
Securities Depository or a Participant, or failure on the part of a nominee of
a beneficial owner of a Bond to notify the beneficial owner of the Bond so
affected, shall not affect the validity of the redemption of such Bond.
ARTICLE IV
Form of Bonds
Section 4.1. Form
of Bonds. The Bonds and the Paying Agents Certificate of Authentication to be
endorsed thereon shall be in substantially the form set forth in this Section .
The Bonds may have endorsed thereon such legends or text as may be necessary or
appropriate to conform to any applicable rules and regulations of any
governmental authority or any custom, usage or requirement of law with respect
thereto.
(FORM OF SERIES 2003A BOND)
Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (DTC), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF KANSAS CITY, MISSOURI
GENERAL IMPROVEMENT AIRPORT REVENUE BOND
(TERMINAL IMPROVEMENT PROJECT)
SERIES 2003A
REGISTERED REGISTERED
NUMBER $_______________
Interest Maturity
Rate: Date: Dated
Date: CUSIP
___% September
1, 2027 February 15, 2003
REGISTERED
OWNER:__________________________________________[**CEDE & CO.**]
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF
KANSAS CITY, MISSOURI (the City), for value received, promises to pay, but
only from the sources and in the manner hereinafter described, to the
Registered Holder identified above, or registered assigns, on the Maturity Date
identified above, unless called for redemption prior to maturity, the Principal
Amount identified above and to pay interest thereon from said sources at the
Interest Rate per annum specified above from the most recent Interest Payment
Date to which interest has been paid in full or, if no interest has been paid,
from the dated date of this Bond, said interest being payable on September 1,
2003, and thereafter semiannually on March 1 and September 1 in each year. The
Principal Amount or redemption premium, if any, and interest (computed on the
basis of a 360-day year of twelve 30-day months) on this Bond are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts. Interest on this
Bond will be paid by check or draft mailed or wire transferred to the person in
whose name this Bond (or one or more predecessor Bonds) is registered in the
Bond Register maintained by the Paying Agent at the close of business on the
fifteenth calendar day of the month next preceding each Interest Payment Date
(the Record Date). Interest not punctually paid will be paid as otherwise
provided in the Ordinance. The Principal Amount and redemption premium, if
any, are payable by check or draft mailed or wire transferred to the Registered
Holder upon presentation and surrender hereof at the principal office of the
Paying Agent; provided, however, that upon a partial redemption of the Bonds
which results in the stated amount hereof being reduced, the registered owner
hereof may make a notation on the panel provided herein of such redemption,
stating the amount so redeemed or may return the Bond to the Paying Agent in
exchange for a new Bond, authenticated by the Paying Agent, in proper principal
amount. Such notation, if made by the Bondholder, shall be for reference only,
and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Bond Outstanding, unless the
Registrar has initialed the appropriate column of the panel.
THIS BOND is one
of a duly authorized issue of fully registered bonds of the City designated General
Improvement Airport Revenue Bonds, Series 2003A, aggregating the principal
amount of $78,385,000.00 (the Bonds), issued for the purpose of paying a
portion of the cost of the Project under the authority of and in full
compliance with the constitution and laws of the State of Missouri, including
the Charter of the City, and, pursuant to an ordinance duly adopted by the
Council of the City authorizing the issuance and delivery of the Bonds (the Ordinance).
THE BONDS are
special obligations of the City payable solely from, and secured as to the
payment of principal and interest by a pledge of, the Revenues derived by the
City from the operation of the Citys Airports including Kansas City
International Airport, the Charles B. Wheeler Downtown Airport and any other
airport now or hereafter owned and operated by the City (the Airports) and
accruing to the Kansas City Airports Fund, and the Bonds may be so issued only
in accordance with and subject to the covenants, conditions and restrictions
relating thereto set forth in the Ordinance.
THE BONDS
maturing on and after September 1, 2013, are subject to redemption prior to
maturity, at the option of the City, in whole or in part, on any Interest
Payment Date on or after September 1, 2012, at the principal amount thereof
plus accrued interest to the redemption date, without premium.
THE BONDS
maturing in the year 20__ are subject to mandatory redemption and payment prior
to maturity pursuant to the mandatory redemption provisions of the Ordinance on
September 1, and on each September 1 thereafter prior to maturity, at a
redemption price equal to 100% of the principal amount thereof plus accrued
interest to the redemption date.]
BONDS to be
redeemed pursuant to the above provision shall be called by the Paying Agent
for redemption pursuant to such mandatory redemption requirements without the
necessity of any action by the City and whether or not the Paying Agent holds
moneys available and sufficient to effect the required redemption.
IN THE EVENT any
of the Bonds are called for partial redemption as aforesaid, written notice
thereof will be given by first class mail mailed at least 30 days prior to the
redemption date to each Registered Holder of Bonds to be redeemed. All Bonds
so called for redemption will cease to bear interest on the specified
redemption date provided funds or certain securities in which such funds are
invested for their redemption are on deposit with the Paying Agent on such
redemption date for timely payment to the Bondholders, and will no longer be
secured by the Ordinance and will not be deemed to be outstanding under the
provisions of the Ordinance.
THE CITY hereby
covenants with the Registered Holder of this Bond to keep and perform all
covenants and agreements contained in the Ordinance, and the City will fix,
establish, maintain and collect such reasonable rentals, rates, fees and
charges for the use and occupancy of its Airports and for the services and
facilities thereof, as will produce revenues sufficient to operate and maintain
the Airports, to pay the principal of and interest on the Bonds as and when the
same become due and to provide reasonable and adequate reserve funds.
Reference is made to the Ordinance for a description of the covenants and
agreements made by the City with respect to the collection, segregation and
application of the revenues of the Airports, the nature and extent of the
security for the Bonds, the rights, duties and obligations of the City with
respect thereto, and the rights of the Registered Holders thereof.
The Bonds are
being issued by means of a book-entry system with no physical distribution of
bond certificates to be made except as provided in the Ordinance. One Bond
certificate with respect to each date on which the Bonds are stated to mature
or with respect to each form of Bonds, registered in the nominee name of the
Securities Depository, is being issued and required to be deposited with the
Securities Depository and immobilized in its custody. The book-entry system
will evidence positions held in the Bonds by the Securities Depositorys
participants, beneficial ownership of the Bonds in authorized denominations
being evidenced in the records of such participants. Transfers of ownership
shall be effected on the records of the Securities Depository and its
participants pursuant to rules and procedures established by the Securities
Depository and its participants. The City and the Paying Agent will recognize
the Securities Depository nominee, while the registered owner of this Bond, as
the owner of this Bond for all purposes, including (i) payments of principal
of, and redemption premium, if any, and interest on, this Bond, (ii) notices
and (iii) voting. Transfer of principal, interest and any redemption premium
payments to participants of the Securities Depository, and transfer of
principal, interest and any redemption premium payments to beneficial owners of
the Bonds by participants of the Securities Depository will be the
responsibility of such participants and other nominees of such beneficial
owners. The City and the Paying Agent will not be responsible or liable for
such transfers of payments or for maintaining, supervising or reviewing the
records maintained by the Securities Depository, the Securities Depository
nominee, its participants or persons acting through such participants. While
the Securities Depository nominee is the owner of this Bond, notwithstanding the
provision hereinabove contained, payments of principal of, redemption premium,
if any, and interest on this Bond shall be made in accordance with existing
arrangements among the City, the Paying Agent and the Securities Depository.
EXCEPT AS
OTHERWISE PROVIDED IN THE ORDINANCE, THIS GLOBAL BOND MAY BE TRANSFERRED, IN
WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY OR TO A
SUCCESSOR DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR DEPOSITORY.
THIS BOND is
transferable, as provided in the Ordinance, only in the Bond Register of the
City kept for that purpose at the office of the Paying Agent upon surrender of
this Bond duly endorsed or accompanied by a written instrument of transfer
satisfactory to the Paying Agent duly executed by the Registered Holder hereof
or his duly authorized attorney or legal representative, and thereupon a new
Bond or Bonds in the same aggregate principal amount shall be issued to the
transferee in exchange therefor subject to the conditions provided in the
Ordinance. The Bonds for each maturity are issuable only in the form of fully
registered bonds without coupons in the denomination of $5,000 or any integral
multiple thereof. The Registered Holder of any Bond or Bonds may surrender the
same in exchange for an equal aggregate principal amount of Bonds of any
authorized denomination in the manner and subject to the conditions provided in
the Ordinance. No service charge will be made for any such transfer or
exchange, but the Paying Agent or City may require payment of any tax or
governmental charge in connection therewith. The City, the Paying Agent and
the Paying Agent may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof for the purpose of receiving payment
of, or on account of, the Principal Amount or redemption price hereof and
interest due hereon and for all other purposes.
THIS BOND shall
not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Ordinance until the Certificate of Authentication hereon
shall have been dated and executed by the Paying Agent.
IT IS HEREBY
CERTIFIED AND DECLARED that all acts, conditions and things required to exist,
happen and be performed precedent to and in the issuance of the Bonds have
existed, happened and been performed in due time, form and manner as required
by law.
IN WITNESS
WHEREOF, THE CITY OF KANSAS CITY, MISSOURI, has executed this Bond by causing
it to be signed by the manual or facsimile signature of its Mayor, attested by
the manual or facsimile signature of its City Clerk, and countersigned by the
manual or facsimile signature of its Director of Finance, has caused its seal
to be affixed hereto or printed hereon, and has caused this Bond to be dated
February 15, 2003.
CITY
OF KANSAS CITY, MISSOURI
[SEAL] By:
___________________________________
Mayor
ATTEST:
______________________
City Clerk
COUNTERSIGNED
______________________________________
Director
of Finance
______________________________________________________________________________
STATEMENT OF INSURANCE
Financial
Guaranty Insurance Company(Financial Guaranty) has issued a policy containing
the following provisions with respect to the Bonds, such policy being on file
at the principal office of UMB Bank, N.A., as paying agent (the Paying Agent):
Financial
Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement
to the Bondholders that portion of the principal or accreted value (if
applicable) of and interest on the Bonds which is then due for payment and
which the issuer of the Bonds (the Issuer) shall have failed to provide. Due
for payment means, with respect to principal or accreted value (if applicable),
the stated maturity date thereof, or the date on which the same shall have been
duly called for mandatory sinking fund redemption and does not refer to any
earlier date on which the payment of principalof the Bonds is due by reason of call
for redemption (other than mandatory sinking fund redemption), acceleration or
other advancement of maturity, and with respect to interest, the stated date
for payment of such interest.
Upon receipt of
telephonic or telegraphic notice, subsequently confirmed in writing, or written
notice by registered or certified mail, from a Bondholder or the Paying Agent
to Financial Guaranty that the required payment of principal, accreted valueor
interest (as applicable) has not been made by the Issuer to the Paying Agent,
Financial Guaranty on the due date of such payment or within one business day
after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with State Street Bank and Trust Company, N.A.,
or its successor as its agent (the Fiscal Agent), sufficient to make the
portion of such payment not paid by the Issuer. Upon presentation to the
Fiscal Agent of evidence satisfactory to it of the Bondholders right to
receive such payment and any appropriate instruments of assignment required to
vest all of such Bondholders right to such payment in Financial Guaranty, the
Fiscal Agent will disburse such amount to the Bondholder.
As used herein
the term Bondholder means the person other than the Issuer or the borrower(s)
of bond proceeds who at the time of nonpayment of a Bond is entitled under the
terms of such Bond to payment thereof.
The policy is
non-cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
______________________________
CERTIFICATE OF AUTHENTICATION
This Bond is one
of the Bonds described in the within mentioned Ordinance.
REGISTRATION
DATE:________________
UMB
BANK, N.A., as Paying Agent
By:
_____________________________
______________________________________________________________________________
ASSIGNMENT
FOR VALUE
RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
_____________________________________________________________________________
(Social Security or Other Identifying Number of
Transferee)
_____________________________________________________________________________
Please Print or Typewrite Name and Address of
Transferee)
the within Bond and all
rights thereunder, and hereby irrevocably constitutes and appoints
_______________________ Attorney to transfer the within Bond on the Bond
Register kept by the Paying Agent with full power of substitution in the
premises.
DATED: ________________________
NOTICE:
The signature to this assignment must correspond with the name as it appears
upon the face of the within Bond in every particular, without alteration or
enlargement or any change whatever.
Signature
Guaranteed:
NOTICE:
Signature(s) must be guaranteed by an eligible guarantor institution as defined
by SEC Rule 17Ad-15 (17 CFR 240.17Ad-15).
By:________________________________
Authorized
Officer
ARTICLE V
Funds and Accounts
Section 5.1. Disposition
of Bond Proceeds, Construction Account and Capitalized Interest Account.
(a) Except
as set out in (b) below, the principal amount received from the sale of the
Bonds, as well as any amount received by the City on account of premium, if
any, on the Bonds shall be deposited in a separate account designated the Series
2003A General Improvement Airport Revenue Bonds Construction Account (the Construction
Account), and shall be used by the City solely to pay the costs of the Project
in accordance with the plans and specifications prepared by the Citys
engineers-architects, including any alterations therein or amendments thereto
hereafter made by said engineers-architects and approved by the Council and pay
the costs of issuing the Bonds. Amounts paid or incurred by the City on
account of preliminary costs of the improvements, including the cost of plans
incident to the sale, execution and delivery of the Bonds authorized for the
purpose of making such improvements may be considered a part of the cost of
said improvements and paid from the Construction Account on Certificate by an
Aviation Department Representative after the approval of such amounts by the
Director of the Citys Aviation Department. All other withdrawals from the
Construction Account shall be made only on duly authorized and executed warrant
therefore, accompanied by a certificate executed by the Citys
engineers-architects that such payment is being made for a purpose within the
scope of this Ordinance and that the amount of such payment does not exceed the
contract price of the equipment, labor, materials or service being paid for,
or, if such payment is not being made pursuant to an express contract, that
such payment is not in excess of the reasonable value thereof.
Said certificates
shall be retained by the City until after completion of the Project as
certified by the engineers-architects and shall be open for inspection by the
Holder of any Bonds or any duly authorized agent of any Bondholder.
Upon the
completion of the Project, any surplus remaining in the Construction Account
shall be deposited in and credited to the Bond Principal and Interest Account
created by Section 5.3 of this Ordinance.
Any amount
received by the City on account of accrued interest, if any, on the Bonds shall
be credited to the Bond Principal and Interest Account created by Section 5.3
of this Ordinance.
(b) A
portion of the principal amount received from the sale of the Bonds shall be
deposited in a separate account designated the Series 2003A General
Improvement Airport Revenue Bonds Capitalized Interest Account (the Capitalized
Interest Account), and shall be used by the City solely to pay interest on the
Bonds through December 1, 2004. Upon payment of the March 1, 2005 interest
payment on the Bonds, any surplus remaining in the Capitalized Interest Account
shall be deposited in and credited to the Bond Principal and Interest Account
created by Section 5.3 of this Ordinance.
Section 5.2. Kansas
City Airports Fund. So long as any of the Outstanding Parity Bonds, the
Outstanding Junior Lien Bonds or the Bonds remain Outstanding and unpaid, the
City covenants and agrees that all Revenues derived and to be derived by the
City from the operation of the Airports including all Revenues derived by the
City from all additions, extensions, enlargements and improvements of the
Airports hereafter made or acquired including any revenues collected and
received pursuant to the CFC Ordinance approved by the Council, excluding (i)
any revenues attributable to Passenger Facility Charges authorized under Part
158 of the Code of Federal Regulations and (ii) any revenues under any other
special facilities agreement and ground lease heretofore or hereafter entered
into by and between the City and any airline (or, once the Series 1994A Bonds,
the Series 1995 Bonds, the Series 1997A Bonds and the Series 1999A Bonds are no
longer Outstanding, any other tenants of the Airport) serving the City pledged
to the payment of special facilities airport revenue bonds issued by the City
to finance the cost of constructing special facilities to be leased to such
airline or other tenant, subject, however, to any liens upon or claims against
the revenues of any such extensions existing at the time of the acquisition
thereof by the City, will be paid and deposited promptly in the Kansas City
Airports Fund, and will be segregated and kept separate and apart from the
other revenues and funds of the City.
Section 5.3. Ratification
of Funds and Accounts. The establishment by Ordinance No. 34153 of the City of
separate accounts in the Department of Finance of the City known respectively
as the
(a) Reserve
Operation and Maintenance Account, now known as the Airlines Operation and
Maintenance Account, and
(b) Extension and Bond Retirement Account,
is ratified and confirmed.
The Deferred Maintenance and Replacement Account established by the 1967
Ordinance is also ratified and confirmed and shall be maintained and applied as
provided therein for so long as any of the Series 1994A Bonds, the Series 1995
Bonds or the Series 1997 Bonds remain Outstanding.
The establishment
in the Department of Finance of the City by the 1994A Ordinance of two separate
accounts known respectively as the
(c) Principal
and Interest Account for General Improvement Airport Revenue Bonds, Series
1994A, dated November 15, 1994, and
(d) Reserve
Account for General Improvement Airport Revenue Bonds, Series 1994A, dated
November 15, 1994,
is ratified and confirmed.
The establishment
in the Department of Finance of the City by the 1995 Ordinance of two separate
accounts known respectively as the:
(e) Principal
and Interest Account for General Improvement Airport Refunding Revenue Bonds,
Series 1995, dated December 15, 1995, and
(f) Reserve
Account for General Improvement Airport Refunding Revenue Bonds, Series 1995,
dated December 15, 1995,
is ratified and confirmed.
The establishment
in the Department of Finance of the City by the 1997A Ordinance of two separate
accounts known respectively as the:
(g) Principal
and Interest Account for General Improvement Airport Refunding Revenue Bonds,
Series 1997A, dated March 15, 1997, and
(h) Reserve
Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A,
dated March 15, 1997,
is ratified and confirmed.
The establishment
in the Department of Finance of the City by the 1999A Ordinance of two separate
accounts known respectively as the:
(i) Principal
and Interest Account for General Improvement Airport Refunding Revenue Bonds,
Series 1999A, dated August 15, 1999, and
(j) Reserve
Account for General Improvement Airport Refunding Revenue Bonds, Series 1999A,
dated August 15, 1999,
is ratified and confirmed.
The establishment
in the Department of Finance of the City by the 2000 Ordinance of a separate
account known as the:
(k) Subordinated
Bond Principal and Interest Account, Series 2000, dated December 1, 2000,
is ratified and confirmed.
In addition to
the accounts aforesaid, there are hereby created and ordered to be established
in the Department of Finance of the City two separate accounts to be known
respectively as the
(l) Principal
and Interest Account for General Improvement Airport Revenue Bonds, Series
2003A, dated February 15, 2003, hereinafter sometimes called the Bond
Principal and Interest Account, and
(m) Reserve
Account for General Improvement Revenue Bonds, Series 2003A, dated February 15,
2003, hereinafter sometimes called the Bond Reserve Account.
The accounts
referred to in paragraphs (c) and (d) shall be maintained and administered by
the City in accordance with the provisions of the 1994A Ordinance so long as
any of the Series 1994A Bonds remain outstanding. The accounts referred to in
paragraphs (e) and (f) shall be maintained and administered by the City in
accordance with the provisions of the 1995 Ordinance so long as any of the
Series 1995 Bonds remain outstanding. The accounts referred to in paragraphs
(g) and (h) shall be maintained and administered by the City in accordance with
the 1997A Ordinance so long as any of the Series 1997A Bonds remain
outstanding. The accounts referred to in paragraphs (i) and (j) shall be
maintained and administered by the City in accordance with the 1999A Ordinance
so long as any of the Series 1999A Bonds remain outstanding. The account
referred to in paragraph (k) shall be maintained and administered by the City
in accordance with the provisions of the 2000 Ordinance so long as any of the
Series 2000 Bonds remain outstanding. The accounts referred to in paragraphs
(a), (b), (l) and (m) shall be maintained and administered by the City so long
as any of the Bonds remain outstanding.
Section 5.4. Application
of Moneys in Fund and Accounts. The City covenants and agrees that so long as
any of the Bonds remain Outstanding, money paid and deposited in the Kansas
City Airports Fund heretofore established by the City will be administered and
disposed of as follows:
(a) The
City shall first pay or make provision for the payment each month of the
reasonable and proper expenses of operating and maintaining the Airports for
the current month, and keeping said Airports and the equipment and facilities
thereof in good repair and operating condition including normal repairs and
replacements, said expenses including, without limiting the generality of the
foregoing, salaries, wages, public utility services and insurance. All of such
expenditures shall be made in accordance with the provisions of the then
current annual budget of the City prepared and adopted as provided in the Citys
Charter and ordinances duly passed relating thereto and in amounts not in
excess of the amounts specified in said budget.
(b) After
paying or making provisions for the payment, each month, of the reasonable and
proper expenses of operating and maintaining the Airports as provided in
paragraph (a) of this Section, so long as any of the Series 1994A Bonds, the
Series 1995 Bonds, the Series 1997 Bonds or the Series 1999A Bonds remain
Outstanding, the City shall next pay into the Airlines Operation and
Maintenance Account any amounts required by the provisions of Ordinance No.
34153. Thereafter, the City shall pay into the Airlines Operation and
Maintenance Account any amounts required by the provisions of the Citys
current Airline Use and Lease Agreements for Kansas City International Airport.
(c) After
paying or making provision for the payment, each month, of the amounts required
to be paid and credited from the Kansas City Airports Fund pursuant to
subparagraphs (a) and (b) of this Section, the City shall next pay and credit
monthly from the Kansas City Airports Fund (i) to the Principal and Interest
Account for General Improvement Airport Revenue Bonds, Series 1994A, dated
November 15, 1994, created by the 1994A Ordinance, so long as any of the
Series 1994A Bonds remain outstanding, all amounts required to be so paid and
credited by the provisions of the 1994A Ordinance, (ii) to the Principal and
Interest Account for General Improvement Airport Refunding Revenue Bonds, dated
December 15, 1995, created by the 1995 Ordinance, so long as any of the Series
1995 Bonds remain outstanding, all amounts required to be so paid and credited
by the provisions of the 1995 Ordinance, (iii) to the Principal and Interest
Account for General Improvement Airport Revenue Refunding Bonds, Series 1997A
dated March 15, 1997 created by the 1997A Ordinance so long as any of the
Series 1997A Bonds remain Outstanding any amounts required by the 1997A
Ordinance, (iv) to the Principal and Interest Account for General Improvement
Airport Refunding Revenue Bonds, Series 1999A dated August 15, 1999 created by
the 1999A Ordinance so long as any of the Series 1999A Bonds remain Outstanding
any amounts required by the 1999A Ordinance, and (v) to the Principal and
Interest Account for General Improvement Airport Revenue Bonds, Series 2003B
dated February 15, 2003 created by the 2003B Ordinance so long as any of the
Series 2003B Bonds remain Outstanding any amounts required by the 2003B
Ordinance. At the same time that said payments and credits to said interest
and principal accounts are made, and on a parity therewith, the City shall pay
and credit to the Principal and Interest Account for General Improvement
Airport Revenue Bonds, Series 2003A, dated February 15, 2003, to the extent
necessary to meet at the maturity thereof all interest on and principal of the
Bonds, the following sums:
(i) Taking
into account the funds on deposit in the Capitalized Interest Account and any
funds already on deposit in the Bond Principal and Interest Account, beginning
January 20, 2005, and on the 20th day of each month thereafter, and to and
including February 20, 2005, an equal and pro rata portion of the amount of
interest becoming due on the Bonds on March 1, 2005; and thereafter, beginning
on March 20, 2005, and continuing on the twentieth day of each month thereafter
so long as any of the Bonds shall remain Outstanding and unpaid, an amount not
less than 1/6 of the amount of interest that will become due on the Bonds on
the next succeeding Interest Payment Date;
(ii) Beginning
on September 20, 2007, and continuing on the 20th day of each month thereafter
so long as any of the Bonds herein authorized shall remain Outstanding and
unpaid, an amount not less than one-twelfth of the principal amount of the
Bonds becoming due on the next succeeding bond maturity date;
(iii) On
the 20th day of each month in which fees, if any, of the bond registrar and
Paying Agent are scheduled to become due, such amounts as may be required to
pay such fees of the bond registrar and the Paying Agent.
All
amounts paid and credited to the Bond Principal and Interest Account shall be
expended and used by the City for the sole purpose of paying the interest on
and principal of the Bonds as and when the same become due and the fees of the
bond registrar and the Paying Agent for acting as bond registrar and paying
agent, if any.
If
at any time the moneys in the Kansas City Airports Fund shall be insufficient
to make in full the payments and credits at the time required to be made by the
City to the principal and interest accounts established to pay the then
outstanding general improvement airport revenue bonds of the City heretofore or
hereafter issued and standing on a parity with the Bonds, the available moneys
in the Kansas City Airports Fund shall be divided between such principal and
interest accounts in proportion to the respective principal amounts of said
series of general improvement airport revenue bonds of the City at the time
outstanding which are payable from the moneys in such principal and interest
accounts.
(d) After
all amounts at the time required to be paid and credited from the Kansas City
Airports Fund under the provisions of paragraph (c) of this Section shall have
been so paid and credited, the City shall next pay and credit monthly from the
Kansas City Airports Fund (i) to the Reserve Account for General Improvement
Airport Revenue Bonds, Series 1994A, dated November 15, 1994 created by the
1994A Ordinance, so long as any of the Series 1994A Bonds remain outstanding,
any amounts required by the 1994A Ordinance, (ii) to the Reserve Account for
General Improvement Airport Revenue Refunding Bonds, dated December 15, 1995
created by the 1995 Ordinance, so long as any of the Series 1995 Bonds remain
outstanding, any amounts required by the 1995 Ordinance, (iii) to the Reserve
Account for General Improvement Airport Refunding Revenue Bonds, Series 1997A,
dated March 15, 1997 created by the 1997A Ordinance so long as any of the
Series 1997A Bonds remain Outstanding any amounts required by the 1997A
Ordinance, (iv) to the Reserve Account for General Improvement Airport
Refunding Revenue Bonds, Series 1999A, dated August 15, 1999 created by the
1999A Ordinance, so long as any of the Series 1999A Bonds remain outstanding,
any amounts required by the 1999A Ordinance, (v) to the Reserve Account for
General Improvement Airport Revenue Bonds, Series 2003B, dated February 15,
2003 created by the 2003B Ordinance, so long as any of the Series 2003B Bonds
remain outstanding, any amounts required by the 2003B Ordinance, and (vi) on a
parity therewith, to the to the Reserve Account for General Improvement
Airport Revenue Bonds, Series 2003A, dated February 15, 2003, a sum equal to
1/36 of the Maximum Bond Reserve Amount each month, beginning with the first of
said monthly deposits, and continuing each succeeding month until said Bond
Reserve Account shall aggregate the least of the following (the Maximum Bond
Reserve Amount): (i) the maximum amount of debt service which will become due
on the Bonds in any subsequent Fiscal Year; (ii) 125% of the average annual
debt service which will become due on the Bonds; or (iii) 10% of the original
aggregate principal amount of the Bonds. If, at any time, the amount in the
Bond Reserve Account shall exceed the amount permitted by the immediately
previous sentence of this paragraph the amount of such excess funds shall be
forthwith transferred to the Kansas City Airports Fund.
All
amounts credited to the Bond Reserve Account shall be expended and used by the
City solely to prevent any default in the payment of the principal of or
interest on the Bonds if the moneys in the Bond Principal and Interest Account
are insufficient to pay the principal of or interest on the Bonds as they
become due.
If
and when the amounts on deposit in the Bond Reserve Account equal the Maximum
Bond Reserve Amount as aforesaid (measured by the amount of cash plus the value
of all direct obligations of the United States Government as hereinafter
referred to), no further payments or credits to the Bond Reserve Account shall
be required, but if at any time or from time to time the City shall be
compelled to use and expend any part of the Bond Reserve Account for the
purpose of paying the interest on or principal of the Bonds and such expenditure
shall reduce the amount of the Bond Reserve Account below the Maximum Bond
Reserve Amount, or at any other time that the amount of the Bond Reserve
Account falls below the Maximum Bond Reserve Amount, then the City after making
all payments and credits to the Bond Principal and Interest Account and the
reserve accounts for the Outstanding Parity Bonds and the Bonds at the time
required to be made, shall pay all moneys in the Kansas City Airports Fund to
the Bond Reserve Account until there shall have accumulated in the Bond Reserve
Account the Maximum Bond Reserve Amount. The obligation of the City to make
payments into the Bond Reserve Account shall be subordinate to the obligation
of the City to pay from the Kansas City Airports Fund, when due, the principal
of and interest on any general improvement revenue bonds of the City heretofore
or hereafter issued by the City and standing on a parity with the Bonds.
Whenever
the cash plus the value of investments held in the Bond Reserve Account exceeds
the Maximum Bond Reserve Amount, such excess shall be transferred to the Kansas
City Airports Fund.
Moneys
in the Bond Reserve Account may be used to pay and retire the last Outstanding
Bonds unless such Bonds and all interest thereon be otherwise paid; provided,
however, that the City shall not make a Demand for Payment, as defined below,
under the Reserve Policy, as defined below, for the purpose of paying the last
Outstanding Bonds. Upon retirement of the last Outstanding Bonds, moneys in
the Bond Reserve Account shall be transferred to the Extension and Bond
Retirement Account.
If
at any time the moneys in the Kansas City Airports Fund shall be insufficient
to make in full the payments and credits at the time required to be made by the
City to the bond reserve accounts established by the City to protect the
payment of the outstanding general improvement airport revenue bonds of the
City, including the Outstanding Parity Bonds, the Bonds and other general
improvement airport revenue bonds of the City heretofore or hereafter issued
and standing on a parity with the Bonds, the available moneys in the Kansas
City Airports Fund shall be divided among such bond reserve accounts in
proportion to the respective principal amounts of said series of general
improvement revenue bonds of the City at the time outstanding which are payable
from the moneys in such bond reserve accounts.
The debt service reserve
requirement may be satisfied by deposits in cash, Permitted Investments, or an
insurance policy, letter of credit or surety bond issued by a qualified
financial institution, payable to the Paying Agent, guaranteeing payments into
the Bond Reserve Account in the amount of the Maximum Bond Reserve Amount, less
the sums, if any, then on deposit to the credit of the Bond Reserve Account, in
accordance with the requirements of this Section. Any such letter of credit,
surety bond or insurance policy shall be issued in the name of the Paying Agent
and shall contain no restrictions on the ability of the Paying Agent to receive
payment thereunder other than a certification by the Paying Agent that the
funds drawn thereunder are to be used for the purposes set forth in the
preceding paragraph. The Paying Agent shall receive payment thereunder prior
to any expiration or termination thereof and whenever moneys are required for
the purposes for which such accounts moneys may be applied. If the City
elects to deposit a letter of credit, surety bond or insurance policy with the
Paying Agent in lieu of moneys on deposit therein, upon any such deposit, the
City shall release the Bond Reserve Account cash in an amount equal to, or
Permitted Investments held therein having a market value equal to, the face
amount of the letter of credit, surety bond or insurance policy then being
deposited, except that moneys on deposit in such account which were originally
proceeds of any Bonds shall be transferred to the Bond Principal and Interest
Account or for any other use specified by the City if there shall be delivered
to the Paying Agent an Opinion of Bond Counsel to the effect that such other
use will not adversely affect the excludability of the interest on the Bonds
from the gross income of the owners thereof for purposes of Federal income
taxation and is permitted by the Act.
Simultaneously
with the issuance of the Bonds, the City shall provide for the Bond Reserve
Account to contain an amount equal to the Maximum Bond Reserve Amount. In lieu
of a cash deposit, the Maximum Bond Reserve Amount will be satisfied by the
Reserve Policy. The Reserve Policy shall terminate on the earlier of the
scheduled final maturity date of the Bonds Outstanding as of the issuance date
of the Reserve Policy or the date on which no Bonds are Outstanding under this
Ordinance. As long as the Reserve Policy shall be in full force and effect,
the City and the Paying Agent agree to comply with the following provisions:
(i) In
the event that moneys on deposit in the Bond Principal and Interest Account
(including the funds, if any, on deposit in the Capitalized Interest Account)
are not sufficient to pay the amount of principal and interest coming due, the
City shall notify the Paying Agent of such deficiency and if such funds have
not been forwarded to the Paying Agent one Business Day prior to any Stated
Maturity on the Bonds, then the Paying Agent shall make demand for payment to
the Reserve Policy Provider as provided in the Reserve Policy (Demand for
Payment), duly executed by the Paying Agent and certifying that funds are not
available in the Bond Principal and Interest Account (including the Capitalized
Interest Account) or the Bond Reserve Account to pay both principal of and
interest on the Bonds becoming due on the next Stated Maturity. Upon the later
of (A) one day after receipt by the Reserve Policy Provider of the Demand for
Payment, or (B) the Stated Maturity on the Bonds as specified in the Demand for
Payment, the Reserve Policy Provider will make a deposit of funds with the
Paying Agent sufficient for the payment of the principal of and the interest
becoming due on the Bonds on such Stated Maturity (as specified in the Demand
for Payment) up to but not in excess of the Maximum Amount, as defined in the
Reserve Policy; and
(ii) To
the extent that cash has also been deposited in the Bond Reserve Account, all
such cash shall be used (or Permitted Investments purchased with such cash
shall be liquidated and the proceeds applied as required) prior to any drawing
under the Reserve Policy, and the repayment of any Policy Costs, as defined
below, shall be made prior to the replenishment of any such cash amounts; and
if, in addition to the Reserve Policy, any other reserve fund substitute
instrument (Additional Reserve Policy) is provided, drawings under the
Reserve Policy and any such Additional Reserve Policy, and repayment of Policy
Costs and reimbursement of amounts due under the Additional Reserve Policy,
shall be made on a pro rata basis (calculated by reference to the Maximum
Amounts available thereunder) after applying all available cash in the Bond
Reserve Account and prior to replenishment of any such cash draws,
respectively; and
(iii) The
Paying Agent shall, upon receipt of moneys received from a Demand for Payment
under the Reserve Policy and deemed to be credited to the Bond Reserve Account,
pay such moneys to the holders of the Bonds as provided in this Ordinance.
The Citys
repayment of any draws under the Reserve Policy and related reasonable expenses
incurred by the Reserve Policy Provider (together with interest thereon at a rate
equal to the lower of (A) the prime rate of Morgan Guaranty Trust Company of
New York in effect from time to time plus 2% per annum and (B) the highest rate
permitted by law) (collectively, Policy Costs)shall enjoy the same priority
as the obligation to maintain and refill the Bond Reserve Account. The
repayment of Policy Costs shall commence in the first month following each
draw, and each such monthly payment shall be in an amount at least equal to
1/12 of the aggregate Policy Costs related to such draw. As security for the
repayment obligations with respect to the Reserve Policy, the Reserve Policy
Provider is hereby granted a security interest in the Revenues, which shall be
junior and subordinate to the security interest of the Bondholders therein. If
the City shall fail to repay any Policy Costs in accordance with the
requirements of this paragraph, the Reserve Policy Provider shall be entitled
to exercise any and all remedies available at law or under this Ordinance other
than acceleration of the maturity of the Bonds or remedies which would
adversely affect Bondholders.
In the event the
City elects to fulfill the Maximum Bond Reserve Amount by the deposit of a
credit instrument (other than a credit instrument issued by the Reserve Policy
Provider) in lieu of cash or Permitted Investments, the City shall comply with
the reserve fund surety guidelines as set forth below. The insurer providing
such surety bond or insurance policy shall be an insurer whose municipal bond
insurance policies insuring the payment, when due, of the principal of and
interest on municipal bond issues results in such issues being rated AAA or Aaa
by Standard and Poors or Moodys, respectively. A surety bond or insurance
policy issued to the Paying Agent, by an entity other than a municipal bond
insurer may be deposited in the Bond Reserve Account to meet the debt service
reserve requirement if the form and substance of such instrument and the issuer
thereof shall be approved by the Bond Insurer. The issuer of an unconditional,
irrevocable letter of credit shall be a bank that is rated not lower than AA
by Standard and Poors. The letter of credit shall be payable in one or more
draws upon presentation by the beneficiary of a sight draft accompanied by its
certificate that it then holds insufficient funds to make a required payment of
principal or interest on the Bonds. The draws shall be payable within two days
of presentation of the sight draft. The letter of credit shall be for a term
of not less than three years. The issuer of the letter of credit shall be
required to notify the City and the Paying Agent, not later than 30 months
prior to the stated expiration date of the letter of credit, as to whether such
expiration date shall be extended, and if so, shall indicate the new expiration
date. If such notice indicates that the expiration date shall not be extended,
the City shall deposit in the Bond Reserve Account an amount sufficient to
cause the cash or Permitted Investments on deposit in the Bond Reserve Account
together with any other qualifying credit instruments, to equal the Maximum
Bond Reserve Amount on all Outstanding Bonds, such deposit to be paid in equal
installments on at least a semi-annual basis over the remaining term of the
letter of credit, unless the Bond Reserve Account credit instrument is replaced
by a Bond Reserve Account credit instrument meeting the requirements set forth
in the preceding paragraph. The letter of credit shall permit a draw in full
not less than two weeks prior to the expiration or termination of such letter
of credit if the letter of credit has not been replaced or renewed. The Paying
Agent shall draw upon such letter of credit prior to its expiration or
termination unless an acceptable replacement is in place or the Bond Reserve
Account is fully funded in the required amount. The use of any Bond Reserve
Account credit instrument pursuant to this paragraph shall be subject to
receipt of an opinion of counsel acceptable to the Bond Insurer and in form and
substance satisfactory to the Bond Insurer as to the due authorization,
execution, delivery and enforceability of such instrument in accordance with
its terms, subject to applicable laws affecting creditors rights generally,
and, in the event the issuer of such credit instrument is not a domestic
entity, an opinion of foreign counsel in form and substance satisfactory to the
Bond Insurer. In addition, the use of an irrevocable letter of credit shall be
subject to receipt of an opinion of counsel acceptable to the Bond Insurer and
in form and substance satisfactory to the Bond Insurer to the effect that
payments under such letter of credit would not constitute avoidable preferences
under Section 547 of the U.S. Bankruptcy Code or under the laws of the State of
Missouri in the event of the filing of a petition for relief under the U.S.
Bankruptcy Code or the laws of the State of Missouri by or against the City (or
any other account party under the letter of credit).
The obligation to
reimburse the issuer of a Bond Reserve Account credit instrument for any fees,
expenses, claims or draws upon such Bond Reserve Account credit instrument
shall be subordinate to the payment of debt service on the Bonds. The right of
the issuer of a Bond Reserve Account credit instrument to payment or
reimbursement of its fees and expenses shall be subordinated to cash
replenishment of the Bond Reserve Account, and, subject to the suspension or
termination of the revolving feature described below, its right to
reimbursement for claims or draws shall be on a parity with the cash
replenishment of the Bond Reserve Account. The Bond Reserve Account credit
instrument shall provide for a revolving feature under which the amount
available thereunder will be reinstated to the extent of any reimbursement of
draws or claims paid. If the revolving feature is suspended or terminated for
any reason, the right of the issuer of the Bond Reserve Account credit
instrument to reimbursement will be further subordinated to cash replenishment
of the Bond Reserve Account to an amount equal to the difference between the
full original amount available under the Bond Reserve Account credit instrument
and the amount then available for further draws or claims. If (a) the issuer
of a Bond Reserve Account credit instrument becomes insolvent or (b) the issuer
of a Bond Reserve Account credit instrument defaults in its payment obligations
thereunder or (c) the claims-paying ability of the issuer of the insurance
policy or surety bond falls below AAA or Aaa for Standard and Poors or
Moodys, respectively, or (d) the rating of the issuer of the letter of credit
falls below AA for Standard and Poors, the obligation to reimburse the
issuer of the Bond Reserve Account credit instrument shall be subordinate to
the cash replenishment of the Bond Reserve Account.
If (a) the
revolving reinstatement feature described in the preceding paragraph is
suspended or terminated or (b) the rating of the claims paying ability of the
issuer of the surety bond or insurance policy falls below a AAA or Aaa for
Standard and Poors or Moodys, respectively, or (c) the rating of the issuer
of the letter of credit falls below a AA for Standard and Poors, the City
shall either (i) deposit into the Bond Reserve Account an amount sufficient to
cause the cash or Permitted Investments on deposit in the Bond Reserve Account
to equal the Maximum Bond Reserve Amount on all Outstanding Bonds, such amount
to be paid over the ensuing five years in equal installments deposited at least
semi-annually or (ii) replace such instrument with a surety bond, insurance
policy or letter of credit meeting the requirements specified above within six
months of such occurrence. Where applicable, the amount available for draws or
claims under the Bond Reserve Account credit instrument may be reduced by the
amount of cash or Permitted Investments deposited in the Bond Reserve Account
pursuant to clause (i) above.
In the event (a)
the rating of the claims-paying ability of the issuer of the surety bond or
insurance policy falls below A or (b) the rating of the issuer of the letter
of credit falls below A or (c) the issuer of the Bond Reserve Account credit
instrument defaults in its payment obligations or (d) the issuer of the Bond
Reserve Account credit instrument becomes insolvent, the City shall either (i)
deposit into the Bond Reserve Account an amount sufficient to cause the cash or
Permitted Investments on deposit in the Bond Reserve Account to equal the
Maximum Bond Reserve Amount on all Outstanding Bonds, such amount to be paid
over the ensuing year in equal installments on at least a monthly basis or (ii)
replace such instrument with a surety bond, insurance policy or letter of
credit meeting the requirements specified above within six months of such occurrence.
The Paying Agent
shall ascertain the necessity for any claim or draw upon the Bond Reserve
Account credit instrument and will provide notice to the issuer of such credit
instrument in accordance with its terms not later than three days (or such longer
period as may be necessary depending on the permitted time period for honoring
a draw under the Bond Reserve Account credit instrument) prior to each Interest
Payment Date. Cash on deposit in the Bond Reserve Account shall be used (or
Permitted Investments purchased with such cash shall be liquidated and the
proceeds applied as required) prior to any drawing on any Bond Reserve Account
credit instrument. If and to the extent that more than one Bond Reserve
Account credit instrument is deposited in the Bond Reserve Account, drawings
thereunder and repayments of costs associated therewith shall be made on a pro
rata basis, calculated by reference to the maximum amounts available
thereunder.
If the City
chooses to fulfill the Maximum Bond Reserve Amount by the deposit of a credit
instrument (other than a credit instrument issued by the Reserve Policy
Provider) in lieu of cash or Permitted Investments as described above, any
amounts due and owing by the City to the issuer of such credit instrument as a
result of a draw thereon or a claim thereunder, as appropriate, shall be
included in any calculation for purposes of the parity test set forth in
Section 8.1 hereof.
(e) When
and after the City shall have made all payments and credits from the Kansas
City Airports Fund to the Bond Reserve Account required at the time to be made
under the provisions of Section (d), to the extent not required to be deposited
in accordance with (a) to (d) above, Revenues attributable to the Customer
Facility Charge which are available for deposit to the Deferred Maintenance
Reserve Fund shall be deposited into the Subordinated Bond Principal and
Interest Account.
(f) When
and after the City shall have made all payments and credits from the Kansas
City Airports Fund to the Subordinated Bond Principal and Interest Account
required at the time to be made under the provisions of Section (e), the City
shall next pay into the Deferred Maintenance Reserve Fund, of which the
Deferred Maintenance and Replacement Account is a part, (1) any amounts
required by the provisions of Ordinance No. 34153 to be deposited in the
Deferred Maintenance and Replacement Account, and (2) any amounts required by
the provisions of the Citys current Airline Use and Lease Agreements for Kansas
City International Airport to be deposited in the Deferred Maintenance Reserve
Fund.
(g) When
and after the City shall have made all payments and credits from the Kansas
City Airports Fund required at the time to be made under the provisions of this
Section, all remaining monies in the Kansas City Airports Fund shall be paid
and credited monthly to the Extension and Bond Retirement Account.
Except
as hereinafter provided, monies in the Extension and Bond Retirement Account
shall be used solely for the following purposes or any of them as determined by
the Governing Body of the City:
(i) Paying
the cost of operation, maintenance and repair of the Airports to the extent
that such payment shall be necessary after the application of moneys held in the
Kansas City Airports Fund and available for said purpose under the provisions
of paragraph (a) of this Section.
(ii) Anticipating
payments into or increasing the amounts of the Airlines Operation and
Maintenance Account, the Bond Principal and Interest Account, the Bond Reserve
Account or the Deferred Maintenance and Replacement Account, or any of them, or
establishing or increasing the amount of any interest and principal account or
bond reserve account created or established by the City for the payment of any
general improvement airport revenue bonds of the City hereafter issued in
conformity with the provisions hereinafter contained and standing on a parity
with the Bonds herein authorized.
(iii) Paying
the cost of enlarging, extending or improving the general facilities of the
Airports or any of them, including the acquisition of additional land,
buildings, equipment and facilities, whether by construction, purchase or
otherwise, including acquisition by operation of law from other governmental
agencies and the assumption of the obligations thereof.
(iv) Calling
for redemption and payment or purchasing prior to maturity Outstanding Parity
Bonds, the Bonds or any general improvement airport revenue bonds of the City
hereafter issued in conformity with the provisions hereinafter contained and
standing on a parity with the Bonds, provided, however, such bonds shall be
called for redemption and payment, or purchased, only in accordance with the
provisions of Section 3.1 of this Ordinance.
(v) Subject
to the prior right of the City to use from time to time moneys in the Extension
and Bond Retirement Account for any of the purposes set forth in subparagraphs
(i), (ii), (iii) and (iv) aforesaid, the City shall have the right to use any
available moneys in said Account for either or both of the following purposes
as determined by the City:
(A) Paying
the interest on and principal of any special facility airport revenue bonds of
the City at the time outstanding if no other moneys are available to pay such
interest or principal.
(B) Paying
at the maturity thereof interest on or principal of any general obligation
airport bonds of the City at the time outstanding, provided, however, no such
interest on or principal of any general obligation airport bonds of the City
shall be paid if the City is in default in paying either interest on or
principal of any special facility airport revenue bonds of the City at the time
outstanding.
Moneys in the
Extension and Bond Retirement Account may be used to pay all costs incident to
the purchase or redemption of Bonds, including any interest or premium thereon.
No moneys in the
Kansas City Airports Fund shall be diverted or applied to the general
governmental or municipal functions of the City so long as any of the Bonds remain
Outstanding.
Section 5.5. Payments
to Subordinated Bond Principal and Interest Account. After all payments
required by Section 5.4 of this Ordinance have been made, the City shall pay
and credit first from the CFC and thereafter from other Revenues in the Bond
and Extension Fund to the Subordinated Bond Principal and Interest Account the
sums necessary to meet at the maturity thereof all interest on and principal of
the Series 2000 Bonds.
Section 5.6. Deficiency
of Payments into Funds or Accounts. If at any time the revenues accruing to
the Kansas City Airports Fund shall be insufficient to make any payment or
credit on the date or dates specified, the City shall make good the amount of
such deficiency by making payments or credits out of the first available
revenues thereafter accruing to the Kansas City Airports Fund from the
operation of the Airports, such payments and credits being made and applied in
the order specified.
If at any time
the moneys in the Subordinated Bond Principal and Interest Account are not
sufficient to pay the interest on and principal of the Series 2000 Bonds as and
when the same become due, then the amount of such deficiency after all payments
have been made in connection with the Bonds and the Outstanding Parity Bonds,
shall be made up by transfer of moneys from the other existing accounts and
funds in the following order: first, from the Extension and Bond Retirement
Account; secondly, from the Deferred Maintenance and Replacement Account; and
thirdly, from moneys held in the Kansas City Airports Fund.
Section 5.7. Transfer
of Funds to Paying Agent and Bond Registrar. The Director of Finance of the
City is hereby authorized and directed to withdraw from the Bond Principal and
Interest Account, sums sufficient to pay both principal of and interest on the
Bonds as and when the same become due and to pay the charges for services
rendered by the bond registrar and Paying Agent in acting as bond registrar and
Paying Agent for the Bonds, if any, and to forward such sums to the Paying
Agent in next day funds no later than the Business Day prior to the date when
such principal, interest and fees will become due. The amounts necessary to
pay the charges of the bond registrar and Paying Agent shall be forwarded to
the Paying Agent over and above the amount of the principal of and interest on
the Bonds.
The amounts held
by the Paying Agent for the payment of the interest or principal due on any
date with respect to a particular Bond or Bonds shall, on and after such date
and pending such payment, be set aside on its books and held in trust by it for
the Holders of the Bonds entitled thereto.
Any moneys held
by the Paying Agent in trust for the payment and discharge of any of the Bonds
which remain unclaimed for four years after the date when such Bonds have
become due and payable, if such moneys were held by the Paying Agent at such
date, or for four years after the date of deposit of such moneys if deposited
with the Paying Agent after the said date when such Bonds become due and
payable, shall, without further authorization, be repaid by the Paying Agent to
the City as its absolute property and free from trust, and the Paying Agent
shall thereupon be released and discharged with respect thereto and the
Bondholders shall look only to the City for the payment of such Bonds.
ARTICLE VI
Investment of Funds
Section 6.1. Investment
of Moneys in Funds and Accounts. Moneys held in the Funds and Accounts
ratified in this Ordinance may be invested by the Director of Finance of the
City as provided in the Parity Bond Ordinances and the 2000 Ordinance. Moneys
held in the Series 2003A Construction Account, the Capitalized Interest
Account, the Bond Principal and Interest Account and the Bond Reserve Account
may be invested in Permitted Investments authorized by the current investment
policy of the City and any investment earnings thereon shall be credited to the
respective account and used as provided in this Ordinance.
ARTICLE VII
Covenants and Representations of the City
Section 7.1. Particular
Covenants of the City. The City covenants with the purchaser and owner of the
Bonds that so long as the Bonds remain Outstanding and unpaid:
(a) The
City will use the proceeds of the Bonds for the purpose of paying the cost of
the acquisition, construction and equipping of the Project.
(b) The
City will promptly pay the principal of and interest on the Bonds on the dates,
at the place and in the manner herein and in the Bonds and any premium required
for the redemption of the Bonds, according to the true intent and meaning
hereof, provided, however, the Bonds and the interest thereon are payable from
the Revenues derived and to be derived by the City from the operation of the
Airports and accruing to the Kansas City Airports Fund, and nothing in the
Bonds or in this Ordinance shall be construed to obligate the City to pay the
Bonds or the interest thereon except from said Revenues. The City will
faithfully observe and keep all covenants, agreements, undertakings and
provisions contained in the Bonds herein authorized and in this Ordinance.
(c) The
City will fix, establish, maintain and collect such reasonable rentals, rates,
fees and charges for the use and occupancy of its Airports and of the services
and facilities thereof as will produce revenue sufficient to pay the reasonable
cost of operation and maintenance of the Airports, and to pay the interest on
and the principal of the Bonds as and when the same become due, and to provide
funds to meet all of the requirements of this Ordinance. From time to time, as
often as it shall appear necessary, the City will revise its schedules of
rentals, rates, fees and charges and will increase the same if such increase
shall be necessary in order to enable the City to meet its obligations
aforesaid.
(d) The
City will at all times maintain its Airports and airport facilities in good
condition and working order, will make all necessary repairs, renewals and
replacements therein, and will operate the same in an efficient and economical
manner, at reasonable cost and in accordance with sound business principles.
The City, in operating and maintaining its Airports, will comply with all
contractual provisions and agreements entered into by it and with all valid
rules, regulations, directions or orders of any governmental, executive,
administrative or judicial body promulgating the same. In the operation of its
Airports, the City will at all times endeavor to employ in executive,
managerial and supervisory capacities, only persons qualified and competent
therefore by reason of training and experience. Nothing herein contained shall
limit or restrict the right of the City to execute leases covering parts of the
Airports and airport facilities, and to require the tenants under said leases
to maintain the premises or facilities leased to such tenants.
(e) The
City will continue to own, maintain and operate Kansas City International
Airport as a public air terminal for the accommodation of scheduled airlines
serving the City and the adjacent area so long as any of the Bonds remain
Outstanding. The City will not mortgage, pledge or otherwise encumber said
Airport or the Revenues thereof.
(f) The
City shall have the right to sell or otherwise dispose of any equipment or
other airport property which has become worn out, unserviceable, inadequate or
obsolete. The City shall also have the right, with the written approval of the
Citys Director of Aviation and its Airport Consultant, to sell or otherwise dispose
of any airport property, real or personal, which in the opinion of said
Director and Consultant, and in the judgment of the Council, is no longer
needed by the City for aeronautical purposes. The net proceeds derived from
the sale of any such property acquired with funds derived from the sale of the
Bonds shall be used for the purpose of replacing any property so sold, or, if
such replacement be unnecessary, then shall be paid into the Kansas City
Airports Fund and used and applied for the purposes of said Fund in the order
and in accordance with the provisions of this Ordinance. The net proceeds
derived from the sale of any such property not acquired with funds derived from
the sale of the Bonds shall be paid into the Extension and Bond Retirement Account
and used and applied for the purposes of said Account in accordance with the
provisions of this Ordinance.
(g) The
City will operate its Airports on the basis of the same fiscal year on which
the City operates and will maintain and keep proper books, records and accounts
(separate from all other records and accounts) in which complete and correct
entries will be made of all dealings and transactions relating to the
Airports. Such records shall show the revenues received from the Airports, the
application of such revenues, and all financial transactions in connection
therewith. In accordance with the provisions of Section 85, Article IV, of the
Citys Charter, the Council will provide that an independent certified audit of
the Citys books and records relating to the Airports will be made annually by
certified public accountants, experienced and qualified in municipal and
governmental accounting. Each such audit shall be detailed in scope and said
accountants shall certify as to the correctness of the schedules contained in
the audit report. The annual financial report required by Section 96, Article
IV, of the Charter, shall contain complete statements covering the results of
the years operations and the financial status of all funds and accounts
established to handle the revenues of the Airports, including the Funds and
Accounts referred to herein. Said statements shall bear the certificate of the
firm of certified public accountants making the annual audit.
If
such audit and report shall disclose that proper provision has not been made
for all of the requirements contained in this Ordinance, the City will proceed
promptly to impose such rates, fees and charges for the use of the Airports and
their facilities as will adequately provide for such requirements.
A
copy of each such audit report will be filed in the office of the Director of
Aviation and will be open for public inspection, and a copy will be furnished
promptly to the manager of the underwriting group purchasing the Bonds and the
Bond Insurer within thirty (30) days after its acceptance, but in no event
later than two-hundred seventy (270) days after the close of the Airports
fiscal year which ends April 30th.
Annually,
upon request, the City will cause to be filed with the manager of the
underwriting group purchasing the Bonds and with the Bond Insurer a report
setting forth in respect to the preceding twelve-month period of airport
operation:
(i) A
separate income and expense statement of such airport operation;
(ii) A
summary of payments to and withdrawals from the Funds and Accounts herein
created;
(iii) A
balance sheet as of the end of said period of twelve months;
(iv) The
amount on deposit at the end of such twelve-month period to the credit of each
of the Funds and Accounts; and
(v) The
principal amount of Bonds paid, purchased or redeemed during said period.
The
City shall annually provide to the Bond Insurer a copy of its final budget when
adopted.
(h) The
City will carry and maintain or cause to be carried and maintained in a
responsible insurance company or companies fire insurance with extended
coverage on the buildings and other property of an insurable nature
constituting the general facilities of the Airports in an amount not less than
ninety percent (90%) of the full insurable value thereof, provided, however,
that if at any time the City shall be unable to obtain such insurance to the
extent required, the City will maintain such insurance to the extent that the
same may be reasonably obtainable. In the event of loss or damage, the City
will use the proceeds of such insurance to the extent necessary in repairing,
reconstructing and replacing the property damaged or destroyed, or, if such
reconstruction or replacement be unnecessary, either in whole or in part, then
such proceeds not required for said purpose shall be paid into the Kansas City
Airports Fund, and used and applied for the purposes of said Fund in the order
and in accordance with the provisions of this Ordinance. The City, in
operating its Airports, will carry and maintain comprehensive liability and
property damage insurance in such amounts as would normally be maintained by
public bodies engaged in carrying on similar activities. The proceeds derived
from any such insurance policies shall be used in paying the claims on account
of which such proceeds were received. The cost of all insurance referred to in
this paragraph shall be considered an operation and maintenance expense of the Airports.
Notwithstanding any provision of this subsection to the contrary, the City may
meet the insurance requirements set forth in this Ordinance through its
retained risk management plan.
(i) The
Holder or Holders of not less than ten percent (10%) in aggregate principal
amount of the Bonds at the time Outstanding, or their duly authorized
representative, shall have the right at all reasonable times to inspect the
Airports and the records, accounts and data relating thereto and to make copies
of any such records, accounts or data.
(j) The
City will punctually perform all duties and obligations with respect to its
Airports required by this Ordinance, by the Charter of the City and by the
Constitution and laws of the State of Missouri, and the City will perform all
contractual obligations undertaken by it under leases and agreements with the
United States of America, its agencies, and with persons and corporations, both
public and private.
Section 7.2. Richards-Gebaur
Memorial Airport. The City represents that Richards-Gebaur Memorial Airport
was closed in early January 2000. The Kansas City Aviation Departments
approximately 1200 acres of property located along U.S. Highway 71, which were
previously Richards-Gebaur Memorial Airport, are no longer being used as an
airport.
ARTICLE VIII
Additional Bonds
Section 8.1. Additional
Bonds. The City covenants and agrees that so long as any of the Bonds remain
Outstanding, the City will not issue any additional General Improvement Airport
Revenue Bonds or other obligations, which bonds or obligations are superior as
to security or otherwise to the Bonds.
The City
covenants and agrees that so long as any of the Bonds remain Outstanding, it
will not issue any additional General Improvement Airport Revenue Bonds or
other obligations which stand on a parity or equality with the Bonds except in
accordance with the following conditions and provisions:
(a) There
shall be no default by the City in the payment of any sums required at the time
to be paid by the City under the provisions of Section 5.4 of this Ordinance.
(b) The
Airport Consultant shall give its written approval of the issuance of such
additional parity bonds and a copy of such approval shall be mailed promptly by
the City to the manager of the underwriting group purchasing the Bonds.
(c) The
net revenues derived by the City from the operation of its Airports, as said
net revenues are hereinafter in this paragraph defined, for a period of 12
consecutive months out of the last 15 months immediately preceding the date on
which the Council shall find and declare it advisable to issue additional
revenue bonds,
(i) for
so long as any of the Series 1994 A Bonds, the Series 1995 Bonds and the Series
1997 A Bonds remain Outstanding, (A) shall have been not less than one and
thirty-five hundredths (1.35) times the average annual fiscal year requirements
for principal and interest on all general improvement airport revenue bonds of
the City then outstanding, and shall also be sufficient to provide at least one
times coverage of the Citys obligations with respect to Policy Costs due and
owing, if any, and (B) said net revenues for the period aforesaid when added to
the estimated annual net revenues of the facilities to be constructed or
acquired with the proceeds of the additional revenue bonds proposed to be
issued, for the first full year of operation of said facilities, shall equal
not less than one and thirty-five hundredths (1.35) times the average annual
fiscal year debt service requirements for principal and interest on all general
improvement airport revenue bonds of the City then outstanding and also on the
additional parity bonds proposed to be issued, and shall also be sufficient to
provide at least one times coverage of the Citys obligations with respect to
Policy Costs due and owing, if any, said estimate to be made by the Airport
Consultant and a copy thereof to be sent promptly by the Airport Consultant to
the manager of the underwriting group purchasing the Bonds herein authorized.
(ii) for
so long as any of the Series 1999 A Bonds, the Series 2003B Bonds and the Bonds
remain Outstanding, (A) shall have been not less than one and twenty-five
hundredths (1.25) times the average annual fiscal year requirements for
principal and interest on all general improvement airport revenue bonds of the
City then outstanding, and shall also be sufficient to provide at least one
times coverage of the Citys obligations with respect to Policy Costs due and
owing, if any, and (B) said net revenues for the period aforesaid when added to
the estimated annual net revenues of the facilities to be constructed or
acquired with the proceeds of the additional revenue bonds proposed to be
issued, for the first full year of operation of said facilities, shall equal
not less than one and twenty-five hundredths (1.25) times the average annual
fiscal year debt service requirements for principal and interest on all general
improvement airport revenue bonds of the City then outstanding and also on the
additional parity bonds proposed to be issued, and shall also be sufficient to
provide at least one times coverage of the Citys obligations with respect to
Policy Costs due and owing, if any, said estimate to be made by the Airport
Consultant and a copy thereof to be sent promptly by the Airport Consultant to
the manager of the underwriting group purchasing the Bonds herein authorized.
The calculation
of average annual debt service requirements for principal and interest on the
Citys outstanding general improvement airport revenue bonds and on the
additional bonds to be issued shall, regardless of whether such bonds are or
will be serial or term bonds, or partly serial and partly term, be determined
on the basis of the principal of and interest on such bonds being payable in
approximately equal annual installments. The term net revenues for the
purposes of this paragraph (c) shall be construed as gross revenues less only
the reasonable expenses of operation, maintenance and repair of the Airports,
but before any other payments or charges. For the purpose of calculating the
average annual fiscal year debt service requirements on all of the Citys
outstanding general improvement airport revenue bonds as required by the tests
in this subsection (c), payments of principal and interest on all of the Citys
outstanding general improvement airport revenue bonds that will be junior and
subordinate to the Bonds, if any, shall be excluded. If the City shall issue
additional General Improvement Airport Revenue Bonds for the purposes aforesaid,
the rentals, fees and charges derived by the City from the general facilities
constructed or acquired with the proceeds of such additional revenue bonds
shall accrue and be paid and credited to the Kansas City Airports Fund.
Additional
General Improvement Airport Revenue Bonds of the City issued in conformity with
the conditions specified in this Article shall stand on a parity with the Bonds
and shall enjoy complete equality of lien on and claim against the Revenues of
the Airports with the Bonds and the City may make equal provision for paying
said bonds and the interest thereon out of moneys in the Kansas City Airports
Fund and may likewise provide for the creation of appropriate Interest and
Principal Accounts and Bond Reserve Accounts for the payment and security of
such additional bonds and the interest thereon out of moneys in the Kansas City
Airports Fund.
Nothing contained
in this Ordinance shall prohibit or restrict the right of the City to issue
additional General Improvement Airport Revenue Bonds or other revenue
obligations for the purpose of purchasing, constructing, extending or improving
the general facilities of the Airports and to provide that the principal of and
interest on said revenue bonds or obligations shall be payable out of the
revenues of the Airports, provided at the time of the issuance of such
additional revenue bonds or obligations the City shall not be in default in the
performance of any covenant or agreement contained in this Ordinance, and provided
further, that such additional revenue bonds or obligations shall be junior and
subordinate to the Bonds. If at any time the City shall be in default in
paying either interest on or principal of the Bonds or either interest on or
principal of any outstanding general improvement airport revenue bonds of the
City hereafter issued in conformity with the provisions herein contained and
standing on a parity with the Bonds, or if the City shall be in default in
making any of the payments or credits required at the time to be made by it by
the provisions of Section 5.4 of this Ordinance, the City shall make no
payments of either principal of or interest on said junior and subordinate
bonds until said default or defaults be cured and no default shall exist on the
part of the City under the covenants, agreements and provisions contained in
this Ordinance. In the event of the issuance of any such junior and
subordinate revenue bonds or obligations of the City in conformity with the
provisions aforesaid, the City, subject to the provisions aforesaid, may make
provision for paying the principal of and interest on said revenue bonds or
obligations as the same become due out of any available moneys in the Kansas
City Airports Fund, provided, however, that the City shall have made all
payments and credits at the time required to be made and credited by it under
the provisions of Section 5.4 of this Ordinance.
In connection
with the issuance of any additional bonds pursuant to the provisions of this
Section 8.1, the City shall mail to the Bond Insurer a copy of the disclosure
documents, if any, circulated with respect to such additional bonds.
Not withstanding
any provision of this Section 8.1 to the contrary, the City shall not issue any
additional General Improvement Airport Revenue Bonds without the prior written
consent of the Reserve Policy Provider if any Policy Costs are past due and
owing to the Reserve Policy Provider.
ARTICLE IX
Amendments
Section 9.1. Amendments.
The provisions of the Bonds and the provisions of this Ordinance may be
modified or amended at any time by the City with the written consent of the
holders of not less than sixty-six and two-thirds percent (66 2/3%) in
aggregate principal amount of the Bonds at the time Outstanding and the Bond Insurer;
provided, however, that no such modification or amendment shall permit or be
construed as permitting (a) the extension of the maturity of the principal of
the Bonds, or the extension of the maturity of any interest on the Bonds, or
(b) a reduction in the principal amount of the Bonds or the rate of interest
thereon, or (c) a reduction in the aggregate principal amount of the Bonds the
consent of the Holders of which is required for any such amendment or
modification. Any provision of the Bonds or this Ordinance may, however, be
modified or amended in any respect with the written consent of the Holders of
all of the Bonds then Outstanding and the Bond Insurer. Every amendment or
modification of a provision of the Bonds or of this Ordinance to which the
written consent of the Bondholders is given as above provided shall be
expressed in an ordinance of the City amending or supplementing the provisions
of this Ordinance and shall be deemed to be a part of this Ordinance. It shall
not be necessary to note on any of the Outstanding Bonds any reference to such
amendment or modification, if any. A certified copy of every such amendatory
or supplemental ordinance, if any, and a certified copy of this Ordinance shall
always be kept on file in the office of the City Clerk and shall be made
available for inspection by the Holder of any Bond or prospective purchaser or
holder of any Bond authorized by this Ordinance, and upon payment of the
reasonable cost of preparing the same, a certified copy of any such amendatory
or supplemental ordinance or of this Ordinance will be sent by the City Clerk
to any such Bondholder or prospective Bondholder. A copy of any such
amendatory or supplemental ordinance shall be provided to the Bond Insurer
within 30 days of its passage.
Any rating agency
then rating the Bonds must receive notice of each amendment and a copy thereof
at least 15 days in advance of its execution or adoption. The Bond Insurer
shall be provided with a full transcript of all proceedings relating to the
execution of any such amendment or supplement.
ARTICLE X
Remedies
Section 10.1. Acceleration
of Maturity in Event of Default. The City agrees that if it shall default in
the payment of the principal of or interest on any of the Bonds as the same
shall become due and such default shall continue for a period of thirty (30)
days, or if the City or its governing body or any of the officers, agents or
employees thereof shall fail or refuse to comply with any of the provisions of
this Ordinance or of the statutes of the State of Missouri, then, at any time
thereafter and while such default shall continue, the Bond Insurer, or the
Holders of twenty-five per cent (25%) in amount of the Bonds then Outstanding
may with the prior written consent of the Bond Insurer and by written notice to
the City filed in the office of the City Clerk or delivered in person to said
City Clerk, may declare the principal of all Bonds then Outstanding to be due
and payable immediately, and upon any such declaration given as aforesaid, all
of the Bonds shall become and be immediately due and payable, anything in this
Ordinance or in the Bonds contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if at any time after the
principal of said Bonds shall have been so declared to be due and payable, all
arrears of interest upon all Outstanding Bonds, except interest accrued but not
yet due on such Bonds, and all arrears of principal upon all of said Bonds
shall have been paid in full, and all other defaults, if any, by the City under
the provisions of this Ordinance and under the provisions of the statutes of
the State of Missouri shall have been cured, then and in every such case, the
Bond Insurer, or the Holders of a majority in principal amount of the Bonds
then Outstanding, but only with the written approval of the Bond Insurer, by
written notice to the City given as specified herein, may rescind and annul
such declaration and its consequences, but no such rescission or annulment
shall extend to or affect any subsequent default or impair any rights
consequent thereon.
Section 10.2. Ordinance
Constitutes Contract, Remedies, Delay or Omission Not Waiver. The provisions
of this Ordinance, including the covenants and agreements contained herein,
shall constitute a contract between the City and the Holders of the Bonds and
the Bond Insurer or the Holder or Holders of not less than ten per cent (10%)
of the Bonds at the time Outstanding shall have the right, for the equal
benefit and protection of all Holders of Bonds similarly situated, with the
prior written consent of the Bond Insurer, to take any of the following
actions:
(a) By
mandamus or other suit, action or proceeding at law or in equity to enforce his
or their rights against the City and its officers, agents and employees, and to
require and compel the City and its officers, agents and employees, to perform
all duties and obligations required by the provisions of said ordinance or by
the Constitution and laws of the State of Missouri.
(b) By
suit, action or other proceeding in equity or at law to require the City, its
officers, agents and employees to account as if they were the trustees of an
express trust.
(c) By
suit, action or other proceeding in equity or at law to enjoin any acts or
things which may be unlawful or in violation of the rights of the holders of
the Bonds.
Section 10.3. No
Obligations to Levy Taxes. Nothing contained in this Ordinance, however, shall
be construed as imposing on the City any duty or obligation to levy any taxes
either to meet any obligation incurred herein or to pay the principal of or
interest on the Bonds.
Section 10.4.
Remedies Cumulative. No remedy conferred hereby upon any Holder of the Bonds
is intended to be exclusive of any other remedy, but each such remedy is
cumulative and in addition to every other remedy and may be exercised without
exhausting and without regard to any other remedy conferred hereby. No waiver
of any default or breach of duty or contract by the Holder of any Bond or the
Bond Insurer shall extend to or affect any subsequent default or breach of duty
or contract or shall impair any rights or remedies thereon. No delay or
omission of the Holder or the Bond Insurer to exercise any right or power
accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or acquiescence therein. Every
substantive right and every remedy conferred upon the Holders of the Bonds and
the Bond Insurer may be enforced and exercised from time to time and as often
as may be deemed expedient. In case any suit, action or proceeding to enforce
any right or exercise any remedy shall be brought or taken and then discontinued
or abandoned, or shall be determined adversely to the Holders of the Bonds or
the Bond Insurer, then, and in every such case, the City and the Holders of the
Bonds and the Bond Insurer shall be restored to their former positions and
rights and remedies as if no such suit, action or other proceeding had been
brought or taken.
Section 10.5 Provisions
Relating to the Bond Insurer.
(a) In the
event of a default in the payment of principal of or interest on the Bonds, if
no other funds are available under this Ordinance for such purpose, moneys in
the Construction Account shall be used to pay principal of and interest on the
Bonds.
(b) In
determining whether a payment default has occurred or whether a payment on the
Bonds has been made, no effect shall be given to payments made under the Bond
Insurance Policy.
(c) Any
acceleration of the Bonds and any annulment thereof shall be subject to the
prior written consent of the Bond Insurer (if the Bond Insurer has not failed
to comply with its payment obligations under the Bond Insurance Policy).
(d) The
City shall give the Bond Insurer immediate notice of any payment default and
shall give notice of any other default known to the City within 30 days of the
City's knowledge thereof.
(e) For
all purposes of the provisions of this Ordinance governing events of default
and remedies, except the giving of notice of default to Bondholders, the Bond
Insurer shall be deemed to be the sole holder of the Bonds for so long as it
has not failed to comply with its payment obligations under the Bond Insurance
Policy.
(f) The
Bond Insurer shall be included as a party in interest and as a party entitled
to (i) notify the City or any applicable receiver of the occurrence of an event
of default and (ii) request a receiver to intervene in judicial proceedings
that affect the Bonds or the security therefor. A receiver shall be required
to accept notice of default from the Bond Insurer.
ARTICLE XI
Defeasance
Section 11.1. Defeasance.
When all of the Bonds shall have been paid and discharged, then the
requirements contained in this Ordinance and the pledge of Revenues made
hereunder and all other rights granted hereby shall terminate. The Bonds shall
be deemed to have been paid and discharged within the meaning of this Ordinance
if there shall have been deposited with the Paying Agent, or other bank located
in the State of Missouri and having full trust powers, at or prior to the
Stated Maturity or Redemption Date of said Bonds, in trust for and irrevocably
appropriated thereto, (i) moneys, (ii) United States of America Treasury bills,
notes, and bonds, as traded on the open market, or (iii) state and local
government series issued by the United States Treasury(SLGS) and/or zero
coupon United States Treasury bonds which, together with the interest to be
earned on any such obligations, will be sufficient for the payment of the
principal of said Bonds and interest accrued to the Stated Maturity or
Redemption Date, as the case may be, or if default in such payment shall have occurred
on such date, then to the date of the tender of such payments, provided always
that if any such Bonds shall be redeemed prior to the Stated Maturity thereof,
the City shall have elected to redeem such Bonds and notice of such redemption
shall have been given. Any moneys and obligations which at any time shall be
deposited with said Paying Agent or other bank by or on behalf of the City, for
the purpose of paying and discharging any of the Bonds, shall be and are hereby
assigned, transferred and set over to such Paying Agent or other bank in trust
for the respective Holders of the Bonds, and such moneys shall be and are
hereby irrevocably appropriated to the payment and discharge thereof. All
moneys deposited with said Paying Agent or other bank shall be deemed to be
deposited in accordance with and subject to all of the provisions contained in
this Ordinance.
In the event of
an advance refunding, the City shall cause to be delivered a verification
report of an independent national recognized certified public accountant. If a
forward supply contract is employed in connection with the refunding, (i) such
verification report shall expressly state that the adequacy of the escrow to
accomplish the refunding relies solely on the initial escrowed investments and
the maturing principal thereof and interest income thereon and does not assume
performance under or compliance with the forward supply contract, and (ii) the
applicable escrow agreement shall provide that in the event of any discrepancy
or difference between the terms of the forward supply contract and the escrow
agreement (or the ordinance, if no separate escrow agreement is utilized), the
terms of the escrow agreement or authorizing document, if applicable shall be
controlling.
Notwithstanding any
provisions of this Article XI to the contrary, this Ordinance shall remain in
full force and effect until all Policy Costs owing to the Reserve Policy
Provider shall have been paid in full.
ARTICLE XII
Miscellaneous
Section 12.1. Consents
and Other Instruments From Bondholders. Any consent, request, direction,
approval, objection or other instrument required by this Ordinance to be signed
and executed by the Bondholders may be in any number of concurrent writings of
similar tenor and may be signed or executed by such Bondholders in person or by
an agent appointed in writing. Proof of the execution of any such consent,
request, direction, approval, objection or other instrument or writing
appointing any such agent and of the ownership of the Bonds, if made in the
following manner, shall be sufficient for any of the purposes of this
Ordinance, and shall be conclusive in favor of the City, the Paying Agent and
the Paying Agent with regard to any action taken under such request or other instrument,
namely:
(a) The
fact and date of the execution by any Person of any such writing may be proved
by the certificate of any officer in any jurisdiction who by law has power to
take acknowledgments within such jurisdiction that the person signing such
writing acknowledged before him the execution thereof, or by affidavit of any
witness to such execution.
(b) The
fact of the Bonds and the amount or amounts, numbers and other identification
of such Bonds, and the date of holding the same shall be proved by the Bond
Register for the Bonds maintained by the Paying Agent.
Section 12.2. Approval
of Preliminary Official Statement and Official Statement. The use and public
distribution of the Preliminary Official Statement dated the date thereof in
connection with the public sale of the Bonds is hereby ratified and confirmed.
The Director of Finance is hereby directed to review the information contained
in the definitive Official Statement and is further authorized and directed to
execute the Citys approval of the definitive Official Statement in such form
as the Director shall finally approve. The use and public distribution of the
definitive Official Statement are hereby authorized and approved. The Director
of Finance is hereby authorized to execute the final Official Statement as so
supplemented, amended and completed, and the use and public distribution of the
Official Statement by the purchaser in connection with the reoffering of the
Bonds is hereby authorized. The proper officials of the City are hereby
authorized to execute and deliver a certificate pertaining to such Official
Statement as prescribed therein, dated as of the date of payment for and
delivery of the Bonds.
The City agrees
to provide to the purchaser within seven Business Days of the date of the sale
of the Bonds sufficient copies of the final Official Statement to enable the
purchaser to comply with the requirements of Rule 15c2-12(b)(4) of the
Securities and Exchange Commission and with the requirements of Rule G-32 of
the Municipal Securities Rulemaking Board.
Section 12.3. Authorization
of Continuing Disclosure Agreement. The Director of Finance is authorized to
enter into a Continuing Disclosure Agreement in connection with the sale of the
Bonds to enable the purchaser to comply with the requirements of Rule
15c2-12(b)(5) of the Securities and Exchange Commission.
Section 12.4. Reporting
Requirements. The Bond Insurer shall be provided with the following
information:
(a) Notice of any drawing upon or deficiency
due to market fluctuation in the amount in the Bond Reserve Account.
(b) Notice of the redemption, other than
mandatory sinking fund redemption, of any of the Bonds, or of any advance
refunding of the Bonds, including the principal amount, maturities and CUSIP numbers
thereof.
(c) Notice of any material events pursuant to
Rule 15c2-12 under the Securities Exchange Act of 1934.
(d) Such additional information as the Bond
Insurer may reasonably request from time to time.
The notice
addresses for the Bond Insurer and the Fiscal Agent under the Bond Insurance
Policy are as follows:
Financial
Guaranty Insurance Company
125 Park Avenue
New York, New
York 10017
Attention: Risk
Management
State Street Bank
and Trust Company, N.A.
61 Broadway
New York, New
York 10006
Attention:
Corporate Trust Department
Section 12.5. Further
Authority. The officers of the City, including the Mayor, the Director of
Finance and City Clerk, shall be, and they hereby are, authorized to execute
all documents and take such actions as they may deem necessary or advisable in
order to carry out and perform the purposes of this Ordinance and to make
ministerial alterations, changes or additions in the foregoing agreements,
statements, instruments and other documents herein approved, authorized and
confirmed which they may approve and the execution or taking of such action
shall be conclusive evidence of such necessity or advisability.
Section 12.6. Severability.
If any part of this Ordinance, whether large or small, shall be held invalid,
the invalidity thereof shall not affect the other provisions of this Ordinance.
Section 12.7. Governing
Law. This Ordinance shall be governed exclusively by and construed in
accordance with the applicable laws of the State of Missouri.
Section 12.8. Effective
Date. This Ordinance shall take effect and be in full force and effect ten
days after its passage.
__________________________________________________________________
Approved
as to form and legality:
______________________________________
Assistant
City Attorney